I Wanted What I Saw That Day
by Gojaimas
Summary: A story about how Ben and Gwen's relationship evolves over the next four years following their summer trip.
1. September-November, Year 1

**September, Year 1**

The last day of summer vacation.

Gwen tried to focus. She'd been working on her laptop for most of the drive today, which had been completely silent for the past hour. Normally she'd have to deal with Ben's antics and find a way to work through the annoyance, but he'd gone to sit up front with their grandfather after their last verbal sparring match.

" _From superhero back to plain old super geek. Have fun back at school!"  
_ " _Well, there is one good thing about my school."  
_ " _What?"  
_ " _You don't go there!"_

Ben hadn't even given her a chance to come up with a comeback. The Doofus had just declared himself the winner and run away. _So_ him.

 _That's what must be bothering me._

As much as Gwen hated to admit it, she could be just as immature as Ben. She hated when he got the last word, even when they were just trading meaningless insults like they had been an hour ago.

 _But I've got to get this done, so stop thinking about him!_

Since school would be starting up again tomorrow, Gwen was busy making her schedule for the first month. But progress had been slow for the past hour. She'd figured out the first week flawlessly. She had it packed with activities, like her karate classes, and she left plenty of time for homework. She might only be in fifth grade, but she knew not every teacher will be lenient just because it's the beginning of the year. And she'd figured it all out while fending off Ben.

But as soon as Ben got up and left the table, it was like he'd stolen her productivity and taken it with him. She was still trying to plan out her second week, and she kept second-guessing herself.

 _What if I have to do more homework on Thursday because there's probably gonna be more assignments due Friday? And what if karate goes over a bit on Wednesday, and Mom's late to pick me up, and then there's traffic. I could be late for tutoring!_

And of course, the clever quips and witty jabs she could have made at Ben kept popping into her head. Every few minutes, she had another ' _That's_ what I should have said!' moment.

"Ugh!" Gwen groaned. She turned in her seat to glare at the back of Ben's headrest.

 _He's probably sitting up there with that smug look on his stupid face._

Gwen turned to sit back in her seat. "Doofus," she said under her breath.

* * *

 _I shouldn't have said that._

Ben thought that to himself for the 50th time. He glanced over to the driver's side to make sure his grandfather wasn't looking at him. Ben had been trying to keep up a fake smile or a blank face, but he knew he looked guilty every time he had that thought. He hated guilt, and the only thing worse than feeling guilty is someone else pointing out that he felt guilty. He could hear his grandfather's voice in his head already.

 _Now Ben, it's your last day of summer vacation. You should try to be nicer to your cousin. Who knows how long it'll be until you get to see her again?_

 _Shut up, Grandpa!_

His inner voice yelled at his other inner voice. He glanced nervously at his grandfather again to make sure he hadn't suddenly developed the ability to read minds. After the summer they'd just had, you never know.

 _This is all Gwen's fault_.

That's what Ben thought. Of course he did. He didn't expect his joke to be the end of that match. Usually Gwen could keep up a volley of insults for way longer than that, but for some reason she'd just sat there with a weird look on her face, like she'd actually been hurt by one of his insults for once.

 _That's NOT how it's supposed to work!_

Not knowing how to react, Ben had gotten up and gone to sit up front. And now here he was, trying too hard to act like nothing was bothering him. He knew his grandfather could tell though, he always could. But Ben was hoping his grandfather would just assume he was upset about summer ending.

Ben hated school, and that was no secret. He dreaded the end of summer every year. This year was no different, except he dreaded it even more.

 _Back to school. Back to total normal, boring Bellwood. No more crazy adventures, no more going hero, and no more Gwen._

Had he said that thought out loud, he'd have turned that into a joke, like "Well, that last one ain't so bad." But for some reason, that part of it was as depressing to him as the rest of it. And that shouldn't be. "Dweeb," he muttered to himself.

* * *

When they arrived in Bellwood, Max pulled up to the curb outside Ben's house. The three of them exited the Rust Bucket and stood on Ben's lawn. Max and Gwen stood side by side, facing Ben. "I want you to know," Max said, kneeling down to Ben's level. "This summer may not have turned out the way I planned, but I wouldn't have changed a single second of it."

Gwen scowled.

 _I would have._

"Me neither, Grandpa," Ben said earnestly. "Thanks." He smiled and gave Max a hug.

"Thank _you,_ " Max said. "You gave this old Plumber new life." He stood up. "It was an honor fighting side by side with you, Benjamin Tennyson." Max held out his hand.

Ben placed his bag on the ground and shook his grandfather's hand. "Heh, you weren't so bad yourself," he said. All of a sudden, Ben was tackled from behind. His dog had spotted him and came running. Ben lay on the ground, laughing in pure joy as his dog stood on top of him.

Having noticed their arrival, Ben's parents came outside to greet them.

"Ben!" his mother called out to him, running across the lawn to give him a way-too-tight hug and a way-too-embarrassing-in-front-of-Gwen kiss. His father walked over and knelt down to give him a hug as well.

"H-Hey, eh, Dad," Ben's father said awkwardly, standing up and turning to face Max.

"Son. Good to see you," Max said, shaking his son's hand.

Ben had always noticed his father and grandfather never seemed that close. Now that he knew about Max's secret life that not even his children knew about, he was beginning to understand why. The thought worried him, but his thoughts were interrupted by the sound of his cousin's voice.

"Hey, Uncle Carl! Aunt Sandra!" Gwen ran past Ben to greet his parents.

"Hi, Gwen!" Ben's mom said, giving her niece a hug. "Now I know you and Ben have had your differences," Sandra put her hand on Gwen's shoulder, "but I hope his personality grew on you this summer." Ben's parents had always wished the two of them could get along better.

"I suppose one or two of them weren't all that disgusting," Gwen smirked, turning her head towards Ben, who turned his head away from her in annoyance. Ben's parents gave each other a confused look, the reference to Ben's Omnitrix aliens lost on them.

After a little more small talk, Max said it was time for him to take Gwen home before climbing back into the Rust Bucket. As Gwen followed him, Ben stopped her.

"So, I guess I'll…" Ben began.

"Smell ya around?" Ben and Gwen said in unison.

"I'd say 'I'll miss you,' but, uh…" Gwen started.

"I wouldn't wanna lie!" They said together.

The two of them shared a smirk, one of the most vaguely friendly moments the two of them had had all summer, before Gwen climbed aboard the Rust Bucket as well. She had a serious look on her face as she considered that moment she and Ben had just had.

 _Did that...mean anything?_

As her grandfather drove away, Gwen went to the back of the Rust Bucket and pushed the curtains on the back window aside. She saw Ben still standing on the sidewalk in front of his house. She was surprised. She'd expected him to have gone inside by now. The two of them made eye contact. It was hard to tell from this distance, but Gwen saw Ben give her a small smile and a nod, which she happily returned.

Ben stood on the sidewalk for another minute until the Rust Bucket was long out of sight. His smile slowly turned into a frown, and he hung his head glumly.

"You alright, son?" Ben heard his father ask him. He'd forgotten they were there.

"Uh, yeah," he said, turning to walk towards his front door. He wasn't sure why he was suddenly feeling down, so he tried to hide it with a vague smile as he and his parents entered the house.

Like Ben, Gwen had remained standing in place, looking out the back window, long after her cousin was out of sight. The look she and Ben had shared just a few moments ago was captivating.

 _Did THAT mean anything?_

She wasn't sure why exactly Ben had smiled at her and given her a nod like that, but for some reason it had made her happy. Still smiling, she made her way to the front of the Rust Bucket and sat down in the passenger seat next to her grandfather.

"That happy to be rid of him, huh?" Max jokingly asked, noticing her smile.

"What? Oh, uh, yeah. Totally," Gwen gave a forced laugh and tried to avoid eye contact. She wasn't sure if she'd ever sounded less convincing in her life.

* * *

When they arrived at Gwen's house, Gwen and Max stepped out of the Rust Bucket. Just like he'd done with Ben, Max gave Gwen a few parting words on her front lawn.

"Gwen, I know this summer was even _more_ different from how _you_ planned it, but I hope your cousin and I managed to at least make it fun for you, too," Max said.

Gwen had mixed feelings. A thousand flashbacks tore through her mind at once. Some of them scary. Some of them infuriating. But some of them...pleasant. She smiled softly. "It _was_ fun, Grandpa," she said sweetly. "And I'm really glad I could be there for it." She stepped forward and gave her grandfather a hug.

"Well I'm glad, Gwendolyn Tennyson. And even though he might not say it, Ben was glad to have you with us, too," Max said.

Gwen had some even more conflicted thoughts about that.

 _Was he?_

"Now, let's bring your stuff inside. You must be dying to see your parents again after all this time." Max grabbed several of Gwen's bags and carried them to her front door.

Gwen rang the doorbell and opened the door. "Mom, Dad! I'm home!" she called out as she and her grandfather entered.

There were footsteps down the hall, and Gwen's parents came around the corner.

"Ah, Gwen! Welcome back, honey," Gwen's father greeted her.

"Welcome home, dear," her mother said.

Gwen walked up to them and gave them both a hug.

"Hello, Dad. How nice to see you," Frank greeted Max amicably, shaking his hand.

"Good to see you too, son."

"Thanks again for taking Gwen with you on such short notice," Natalie joined in, also giving her father-in-law a handshake. "I hope it wasn't too much trouble."

Gwen tensed up a little at her mother's words. She looked up at her grandfather.

"It was no trouble at all! We were thrilled Gwen was able to join us this summer. In fact, I hope she can make it again next year!" Max said.

After another minute or two of small talk, Max decided it was time to head out. Gwen's family said their goodbyes and saw him out the door. Then Gwen and her parents grabbed her bags and carried them upstairs to her room.

"Alright, then. Is that everything?" Frank asked, placing Gwen's stuff on the floor.

"Yep. Thanks, Dad," Gwen said.

"Frank, would you mind getting dinner started?" Natalie asked her husband.

"Sure thing, honey." He left the room and headed downstairs.

Gwen was now alone with her mother. "Well, Gwen?" Natalie asked. "How did your summer turn out?"

Gwen blinked. She knew there was a lot she couldn't tell her mother, but hopefully she wouldn't ask for too many details. "It was great, Mom," she said with a grin.

"Good to hear," Natalie said. "And how was Ben?"

Gwen hesitated again, staring into her mother's eyes. There was _a lot_ she could say about Ben after that summer, and also a lot she shouldn't say. "I...I think he's certainly changed a lot," she said. "And...I'm glad I went with him."

Natalie nodded. "Good. Very good. Well, unpack your things and get ready for dinner. You have school tomorrow, so make sure to get started on your schedules."

Gwen nodded. "Okay, Mom."

Natalie left the room and Gwen began to unpack.

 _Thanks, Mom._

* * *

 **October, Year 1**

Grey Matter put his pencil down and stood on the desk triumphantly. Perfect timing too, because the Omnitrix chose that moment to start beeping, indicating it was about to time out. Ben jumped back into his desk chair just in time to turn back into himself. He lifted up the piece of paper that had his homework on it. As he read it, none of it made sense. A few seconds ago, it had all been so clear to Grey Matter. The hardest part was holding the pencil, which was almost as big as he was.

Ben smirked. "Pfft, whatever. Not like my teacher can tell I don't know what the heck I'm talking about." But after a moment, his smirk faded. He knew exactly what Gwen would say to that.

 _If you don't understand it, you're not really learning anything. And besides, it's cheating. And Grandpa told you not to use the Omnitrix, it could be dangerous!_

"I know…" Ben groaned to himself, leaning back in his chair. Then he shot up straight. "Wait, what? What do I care what the Dweeb would think?!" He stood up and started pacing. "And it's not cheating, I'm not having someone else do my work, I _am_ Grey Matter! And dangerous? I _live_ for dangerous! I did _dangerous_ all summer!"

Ben stopped pacing and sat back down at his desk. He stared at the finished homework in front of him. "It's finished. I can do whatever I want now," he said to himself. He turned in his seat, eyeing a stack of comics he hadn't read yet. But he kept sitting there, and turned back to stare at that piece of paper. He sighed, picking it up, crumpling it into a ball, and tossing it into the trash can. Then he grabbed a new piece of paper and got started again, but as himself this time. "I hope you're happy, Dweeb," he said under his breath.

* * *

Over at her house, Gwen wasn't having the easiest time with her homework either. She didn't get why she was having trouble reading through this textbook. It was a subject she loved, and it wasn't like the wording was too advanced for her or anything. But every time she started reading, by the end of the paragraph, her mind had drifted off again. She was never gonna get through it at this rate.

"Ugh," she leaned back in her chair and clasped her hands to her head exasperatedly. After a few moments, she leaned forward again and looked back at the textbook. She wasn't reading it this time, just looking at it. Then she smiled as an idea came to her head. With a few hand movements, a blue disc of magic formed beneath the textbook and lifted it into the air.

"Heads up!" she shouted, turning to launch it at Ben. Her smile faded instantly when she came back to reality. She wasn't in the Rust Bucket. She was in her room. Alone.

"Ahh!" she screamed in frustration. Her magic disc disappeared, dropping her textbook to the ground. She threw herself onto her bed, turned onto her back, and stared at the ceiling. This had been happening a lot since she'd gotten back home. She just kept thinking about last summer. It's what kept popping into her head whenever she tried to read that textbook.

She used to love school. It's why Ben started calling her Dweeb, and why everyone else would call her a geek or a nerd. This time last year, she'd have been flying through that textbook, no problem. But now, after everything she'd been through during the summer, school just seemed so _boring_. She didn't like that thought.

 _That sounds like something Ben would say._

" _Ben_ ," she said in a ticked off voice. "That jerk. Him and his stupid watch. Why'd the Doofus have to go and make summer so fun?"

The frustration in Gwen's face was quickly replaced by embarrassment. She sat up and looked around her room, irrationally afraid that someone might have heard her admit that. Satisfied no one did, she collapsed back into her bed with a long exhale. She needed to relax.

 _But I still have to do my homework._

Wordlessly, Gwen climbed out of bed and sat back down at her desk. She managed to get through a paragraph and a half before she started daydreaming about her and Ben kicking Charmcaster's butt.

* * *

Ben had managed to turn in what he hoped was a satisfactory homework assignment. At the very least, he'd answered every question. He just didn't think most of them were answered correctly. He wished the teacher could give him a little extra credit as a reward for playing fair rather than using his alien superpowers to turn into a genius. But he guessed they didn't have a policy for that at his school.

Most of September's assignments had been easy enough, since they were mostly review of last year's material to shake the rust off after summer vacation. But this month was suddenly much harder. His teacher told his class that it was to prepare them for middle school, which would be much more difficult than elementary school. Of course, then middle school would be harder to prepare you for high school, and high school would be harder to prepare you for college. Ben thought that was stupid. Everything was just preparation, and he wasn't even sure what they were trying to prepare him for.

When Ben got home from school that day, he dropped his backpack on the floor and immediately went to play video games. He had more homework to do, but as long as he could do it later, he didn't want to do it now. This kept him occupied for about a half an hour, but even though he normally loved the game he was playing, he found himself quickly growing bored of it. Something about it was just lacking. He wasn't sure what was wrong. He'd played it all the time in the Rust Bucket last summer. He was even able to beat Gwen most of the time.

 _Gwen._

Ben leaned back in his seat and put down his controller. Maybe that was it. Maybe the single player mode was just lame. He still had an extra controller. He could just call Gwen and see if she wanted to come over.

Ben pulled out his phone and opened Gwen's contact, but then he hesitated. He realized it had already been nearly a month since he and Gwen had gotten home from their summer trip, and they hadn't so much as texted each other since.

 _What do I even say to her?_

He couldn't just invite his cousin over to his house, could he? Even though they lived in the same town, he usually only saw her during family gatherings. Last summer was an exception. It didn't mean they were just going to start hanging out now, did it? After all, if she'd wanted to, wouldn't Gwen have asked to hang out with him by now? Ben scoffed at himself for even having this idea. He could imagine what Gwen would say if he called her now.

 _That's it? You want me to come over to your house to play video games with you? What, do you not have any friends? Hahaha, what a loser!_

Ben put his phone back in his pocket. He sat there for a few minutes, thinking he might change his mind and just do it anyway. He stared at the pause screen on his TV for a bit. When he decided he didn't want to play anymore, and he was sure he wasn't gonna invite Gwen over, he got up and turned the game off.

 _Guess I'll do my homework._

Ben dreaded it, but he had nothing better to do. So he brought his backpack to his desk, sat down, and pulled out his workbook. The first assignment he had written down was for math. He took a look at the problems. The first one was kind of simple, and he managed to figure it out. But the next one just seemed impossible. He tried skipping it and moving on to the next problem, but it was basically the same thing.

 _Screw this._

He put his hand on the Omnitrix and turned the dial to Grey Matter. But right before he went hero, he stopped himself. He'd been through this yesterday.

 _Oh, come on!_

He was pissed at himself for suddenly having work ethic when he could've just gotten it done with zero effort. But he let his watch arm drop to his side. He was gonna have to do this the hard way.

 _If I can't do this as myself, and I can't do this as Grey Matter, then how can I do it?_

Ben tried to think of who he could ask for help. He went through a mental list of kids in his class, but he realized he wasn't really friends with any of them. And even if he was willing to ask them, he didn't even have their numbers. His parents weren't home either. After eliminating those options, only one other person came to mind.

 _Gwen._

Ben facepalmed. Was he really thinking of Gwen again? It was like she had a talent for ruining his life even from afar. He could already imagine what she'd say about this.

 _That's it? You want me to help you with your homework? What, are you too stupid to do it yourself? Hahaha, what a moron!_

"Ugh," Ben groaned in frustration. He took another look at his homework. He'd been able to make enough sense of everything yesterday to turn in a completed assignment. If he worked at it long enough, he could do it again today. It would just take awhile.

He considered the option of calling Gwen again. He knew she was smart, as if she'd ever let him forget it. If he got her help, he'd surely get this done way faster. But could he give her the satisfaction of having him crawl to her for help like that?

 _Screw it. I'll just do it myself._

* * *

Gwen stared at her laptop screen. A completely blank November calendar stared back at her. Her fingers hovered over the keyboard, but they didn't move to tap the keys.

 _What's the point?_

When she thought about it, the hard limits of her schedule were already memorized. She knew what hours of what days were spent in school. She knew when she had karate. She knew when she had all her other obligations. And any other events that came up irregularly would be drilled into her head by her mother repeating it ad nauseum.

Beyond things of that nature, the rest of her schedule making revolved around carving out sections of her time to devote to her homework. However, for the end of September and most of this month, she hadn't really stuck to her schedule. Granted, her schedules this year were far more shoddily made than in previous years, but they didn't even matter in the end. Sometimes she'd take so long doing her homework, the time slot would be over before she'd finished and she'd have to find more time for it later anyway. Why bother scheduling time for homework when just saying 'get it done whenever you have free time' would be just as effective?

Gwen buried her face in her hands and moaned.

 _Have I just been wasting my time with this crap for years?_

The possibility was frustrating. She didn't usually doubt herself like this, especially when it came to anything relating to her schoolwork. But something was different now. _She_ was different now. And she knew exactly who to blame for that.

 _It's all his fault._

Some of Ben's careless attitude must have rubbed off on her over the summer. Plus all the times things didn't go as planned, yet somehow worked out anyway. It all gave her the impression that plans don't hold up when faced with unpredictable reality.

Ben didn't plan. If he saw a burning building, he'd change into XLR8 and charge in there to rescue everyone before most others would even be able to comprehend what was happening.

 _Why am I smiling?!_

Gwen forced herself to frown. She made a fist and managed to stop herself just before she slammed it onto her desk in frustration. The Doofus had somehow managed to creep into her thoughts once again, as he'd been doing all too often lately.

Gwen sighed exasperatedly. Without another moment's hesitation, she closed out of the calendar and shoved her laptop away from her. Then she pulled out her notebook to get started on her homework.

 _You win, Ben. I won't plan. I'll just do it._

* * *

 **November, Year 1**

Two months into fifth grade, and Ben was already doing poorly. He had never done particularly well in school, but this year his grades were abysmal. What's worse was he knew he could just change into Grey Matter at any time and start acing his homework, but he still felt the need to avoid doing that because he knew Gwen and his grandfather wouldn't approve. Part of him thought he was being stupid. He hadn't even seen either of them since the last day of summer. But he followed through with his decision nonetheless.

His situation with bullies hadn't improved at all this year either. He wasn't in the same class as J.T. or Cash, but he'd end up trading insults with them in the hallways several times throughout the week, usually loud enough and with enough foul language for the nearest teacher to come running and break them up.

He hated those two, and their feud reached a breaking point one morning. He was walking to school, and a small distance from the front entrance, he saw them picking on a kid near some trees. They shoved the kid to the ground. Cash held out his hand, demanding the kid hand over his money. When he refused, J.T. kicked him.

Seeing the bullies treating some poor, defenseless kid like that set Ben off. Since the summer ended, he'd never wanted to go hero as much as he wanted to right then. Instead he clenched his fists and walked up to them. "Hey! Leave him alone!" he shouted as he approached them.

Hearing him, the bullies turned to face him. "Heh, great. It's the _hero_ again!" Cash taunted. "What's the matter, you wanna end up hanging from a tree again?"

With the bullies no longer paying attention to him, the kid they'd been shaking down got up and ran for the school.

"I am so sick of you two," Ben said in a low, angry voice.

"Yeah? So what? You expect us to be afraid of a little shrimp like you?" J.T. said.

"No, I expect you to be the same morons you've always been," Ben retorted.

"Why you little-" Cash took a step forward and tried to shove Ben. Not budging an inch, Ben grabbed Cash's arm, head-butted him in the chin, and pulled his arm hard enough for him to stumble forward and fall down.

"Hey, you can't-" J.T. started, but an angry look from Ben shut him up. Ben took a few steps towards him and raised his fist.

And that's when a teacher shouted for them to stop. Startled, Ben looked over and saw the kid who'd ran away from them standing there with a teacher. He'd ran to get help.

 _Stupid tattletale._

The four of them ended up in the principal's office. Since none of this was new behavior for J.T. and Cash, they ended up with their usual punishments. Ben, on the other hand, was told he needed to start meeting with the school guidance counselor. Since the fight technically hadn't happened on school grounds, they weren't going to suspend him. But since fighting was the latest event in a string of bad behavior from him, he was told he needed help working out his 'anger issues.'

Unsurprisingly, being told that made him angry.

* * *

Ben's first meeting was after school that day. He sat in a chair across from the woman who let him in, his arms crossed defensively and his eyes refusing to meet hers.

"Hello, Ben. I'm Susan, and I'll be your guidance counselor for the time being," the woman introduced herself.

Ben said nothing, and still refused to look at her.

"I don't blame you for being upset, Ben. But try not to think of this as a punishment. I'd like to help you, if I could."

Still nothing from Ben.

"How old are you, Ben?"

"Thirty."

Susan chuckled. "Then I'm twenty."

Ben didn't seem amused.

"Do you have any brothers or sisters, Ben?" Susan asked.

"What does _that_ have to do with anything?" Ben asked.

"It's only a question. I would like to get to know you a bit better."

Ben sighed, but didn't answer the question. He wasn't any more cooperative for Susan's next few questions either. To him, this was just another dumb thing his school was forcing him to do. They can force him to show up, but they can't force him to participate.

"What made you want to hit your friends today, Ben?" Susan asked, deciding to cut to the chase.

"They're _not_ my friends," Ben responded.

"Okay, your classmates. J.T. and Cash. I've been told you've been fighting with them a lot lately. And they're not the only ones. It seems you've been having problems getting along with some other students too, and several teachers as well," Susan said, looking through a folder.

Ben didn't have anything to say to that.

"Ben, has something been bothering you lately?"

Again, no response.

"Are you not getting along with your new teacher this year? Are you having trouble with a certain subject? Do you miss someone?"

Ben looked at her when she asked that last question. He quickly looked away again, but it was enough for her to know her suspicion was accurate. As far as his file showed, there hadn't been any recent deaths in his family. It must be something a bit lighter.

"It's not unusual to get angry and lash out at others when you become separated from someone you care about. Who is it, Ben? Did a friend of yours move away?" she asked.

"No! It's nobody! I don't miss _anybody!"_ Ben snapped.

"That's alright, we don't have to talk about it now," Susan said, holding up her hands. "But the point of these meetings is to help you, Ben. I think we can end here for today. Maybe we can talk a little more about this at our next meeting?"

"Whatever," Ben said. He stood up and left, slamming the door on his way out.

* * *

"Gwen. Gwen? Gwen!" Emily's voice shook her out of her daydream. She'd been sitting at her desk, staring out the window. She hadn't even noticed the class had ended.

"Oh, sorry," Gwen said, "I was just thinking about something."

"You working on some big side-project outside of school or something?" Emily asked.

"No, why?"

"I've just never seen you _not_ paying attention in class so much."

Gwen felt a tinge of shame at that. Emily had been in Gwen's class every year since kindergarten, although they didn't really hang out all that much. Emily was wheelchair-bound and Gwen wasn't great with instruments, so their hobbies of karate and piano were never something they could share. But Emily was a nice person, and probably the closest thing Gwen had to a friend, even if they only talked to each other in school.

"So, what's going on?" Emily asked in a casual but clearly concerned tone.

"It's nothing," Gwen said. "I was just thinking about something that I did this summer."

"Oh? You said you went on a trip, right?" Emily asked as Gwen gathered her stuff and the two of them started to leave the classroom.

"Yeah. Road trip with my grandpa and my cousin," Gwen said. She was trying to make it sound like no big deal, but she smiled despite herself.

"Sounds neat," Emily said.

"…Yeah. It was."

* * *

"A _seventy-eight?!_ " Gwen's mother was shocked. Gwen had hoped to keep the grade she got on her last quiz a secret, but as always, her mother eventually confronted her about it. Gwen sat on her bed and put her face in her hands, ready for the shaming to start. "What happened?" Natalie asked.

"Nothing! It was just a tough quiz is all," Gwen defended herself.

"Gwen, that's no excuse. You _only_ get tough quizzes," her mother said.

"It's not even that bad! It's a little above the class average, even. And there are lots of these quizzes. It's no big."

"I wanna know how this happened. You should be studying plenty for these quizzes. Have you been following your schedules?" Gwen didn't say anything and didn't look up. Her mother narrowed her eyes at her. "Gwen?"

"…I…haven't been making them lately," Gwen admitted weakly.

" _What?!_ " her mother shouted.

"Last summer didn't follow my schedule at all and it turned out fine!" Gwen retaliated immediately.

Natalie put her hands on her hips and exhaled angrily. "That sounds like something your _cousin_ would say."

Gwen looked up at her with fury in her eyes. She knew she spoke the same way about Ben, but something about the disgust in her mother's voice really bugged her. "So what if it does?" she asked, matching her mother's aggressive tone.

Natalie met her gaze with confusion. Gwen always got angry when people compared her to her cousin, but usually because it was insulting to _her_. The way Gwen said that, it sounded more like she was angry because it was insulting to _him._

"Gwen, I'm very disappointed in you," her mother said.

"Yeah, what else is new?" Gwen responded, immediately regretting it.

Natalie did not like her daughter's attitude, but she chalked it up to her just being upset by her performance in school. Gwen was very studious and very competitive. She didn't take these things in stride. "Just promise me you'll work harder, okay? You start middle school next year. You can't start letting your grades slip like this now."

"I know, Mom. And I will. I promise," Gwen said. Her mother nodded and left the room. Gwen lied down on her bed, exhausted.

"I do _not_ sound like Ben _,_ " she said into her pillow.


	2. December, Year 1

**December, Year 1**

It was about a week before Gwen's birthday when her father knocked on her bedroom door. Gwen invited him in.

"Hello, Gwen. Everything going alright?" her father asked in his friendly, mild-mannered tone.

"Yes, Daddy. I was just studying," Gwen responded.

"That's good to hear," Frank said. "I was just talking to your Aunt Sandra earlier today. She was wondering if you and Ben would like to celebrate your birthday with the family again this year. I told her you'd probably prefer to spend it with your friends if given the choice, but I figured I'd ask anyway."

Gwen froze.

 _Ben._

In the past, they'd usually celebrated their shared birthday together, even though they both hated having to share anything with each other, let alone something as big as a birthday party. Now she was being given the option to celebrate with her friends. That would've be great, but...she didn't really _have_ any friends. She had Emily, sort of, but they definitely weren't close enough for a two-person birthday party. That would just be crazy awkward. Plus, she'd hate to have to admit to her parents that she didn't have any friends. Gwen considered all of that. If given the same option last year, she would've been depressed about her circumstances, and begrudgingly chosen to share her party with Ben. But for whatever reason, the thought didn't even bother her. It genuinely felt like a better option, rather than the lesser of two evils.

"No, it's alright. We can celebrate my birthday as a family. I don't wanna make a big deal out of it or anything," Gwen told her father. She still couldn't bring herself to admit the idea appealed to her in the slightest, so she tried to play it off as no big deal.

"Family it is, then. Splendid! I was hoping to be there when my big girl turned 11," Gwen's father said.

" _Daaad!_ " Gwen moaned, mortified despite no one else being around.

Frank chuckled and ruffled his daughter's hair. "Don't worry. I won't embarrass you in front of your cousin. Much. Well, I'll let Aunt Sandra know your decision. Goodnight, sweetheart. Try not to stress too much over studying," he said, leaving the room.

Gwen said goodnight to her father and put her head face down on her desk. She lay there and thought about her birthday.

 _Our birthday._

* * *

"That's fantastic news! I knew she'd come around!" Ben could hear his mother talking on the phone downstairs.

 _Uh-oh_.

Next he heard footsteps as his mom made her way upstairs. She opened his door without bothering to knock. "Good news, Ben! We're celebrating you and Gwen's birthday together again this year!" she happily exclaimed.

"Oh, come _on!_ " was Ben's only response, having suspected that's what this was about.

"Don't worry. I'm sure you'll both have a great time! I'm gonna go call your grandpa and invite him too. Goodnight, sweetie!" And then she left.

Ben lied down on his bed and stared up at the ceiling. He started thinking about Gwen.

 _Three months. It's been three months._

It was strange. He'd spent three months seeing her every day, and just like that, he'd gone three months without seeing her at all. He had, however, certainly thought a lot about her, which he refused to admit, even to himself. And, to his surprise, he started to feel guilty.

 _She's gonna be mad at me. Three months and no phone calls, no texts, no nothing. But hey, she hasn't tried to talk to me either! Why's it gotta be my fault?!_

He crossed his arms and scowled. His expression calmed once he realized he was having an imaginary argument again.

 _I really need to stop doing that._

He rolled over and sat up, taking out his cellphone. He flipped through his contacts until he got to Gwen. He stared at his phone for a second, trying to decide what to do. He closed it and put it back in his pocket, lying back onto his bed.

 _What am I supposed to do?_

* * *

On December 10th, the day of Ben and Gwen's birthday, the Tennyson family gathered at Ben's house. Ben, Gwen, Carl, Sandra, Frank, Natalie, and Max were all there. Natalie Tennyson usually avoided doing anything with her husband's side of the family, but she was willing to put up with them to be there for her daughter's birthday.

The night began with dinner, despite Ben's protests. He was eager to get to the presents and cake. Dinner was mostly boring conversation. The adults asked Ben and Gwen lots of questions about what they'd been up to since school started, which led to a lot of question dodging on their parts. Having their grandfather there was a relief though. Ben and Gwen had both been missing him immensely, and they enjoyed sharing knowing looks with him whenever they were asked about one of the places they'd visited over the summer.

Ben and Gwen hadn't said a word to each other all night. Ben still hadn't figured out what to say to her after practically ignoring her for three months. He had some good ideas, like 'Hey,' and 'What's up?' But all of that went out the window as soon as she walked in his front door. He couldn't tell if it was guilt or annoyance, but he just couldn't talk to her.

Gwen had been expecting at least a 'Hello,' but her cousin had only greeted her parents and then quickly walked away, leaving her confused. She'd actually been looking forward to seeing him for once, but it seemed like he was as unenthusiastic about seeing her as he had been before the summer. She wondered if he was mad at her for not talking to him since school started. Or maybe everything they'd been through together this summer hadn't really changed anything between them the way she thought it had.

So the two of them spent dinner shooting each other nervous glances, both of them suspecting the other of being mad at them, and neither of them willing to be the first to break the silence.

After dinner, Ben's mother started clearing away the dishes. "So! What next, kids? Do we wanna have cake first, or do we wanna open presents first?" she asked as she piled up everyone's plates.

"Cake!" Gwen said.  
"Presents!" Ben said at the same time.

They looked at each other for a second, not knowing whether to apologize or to start fighting.

They settled on fighting.

"Cake!" Gwen repeated.  
"Presents!" Ben returned.  
"Cake!"  
"Presents"  
" _Cake!_ "  
" _Presents!_ "

"Whoa, whoa! Calm down, you two!" Max stood up and held up his arms. Ben and Gwen stopped, but they continued to glare at each other. "Ben, Gwen, how about we start with the cake? Have our dessert to finish off our dinner. We can do presents right after," he suggested.

"I think that's a great idea, Grandpa!" Gwen said, giving Ben a smug look.

"Whatever, Dweeb," Ben said.

"Doofus," Gwen responded.

Ben's mother passed out new plates and forks for everyone. His father cut the cake and served everyone a piece. As they ate, the adults continued talking the way they had during dinner. Ben scowled the whole time. Even though the cake was delicious, he hated when Gwen beat him like that.

The fighting didn't end there either. They'd argued over who got the first slice of cake as well, and then when it was time to open presents, they fought over who got to open the first one. Both times, Max was able to intervene, suggesting they go at the same time rather than either going first. Ben and Gwen agreed, but they were both annoyed. They'd rather win than tie.

As Ben and Gwen opened their presents, their grandfather asked them, "Ben, Gwen, do either of you have a present for your cousin?"

They looked at their grandfather, then at each other, and then they both looked away at nothing in particular.

"For _him?_ "  
"For _her?_ "  
"Of course not!"  
"Why would I?"  
"What do I owe him?"  
" _So_ lame."

Max just sighed and rolled his eyes.

Ben and Gwen wore the same expression, their faces scrunched up in fake irritation at their grandfather's suggestion. Neither of them wanted to admit they felt slightly ashamed.

Gwen chanced a peek at Ben, who was focusing intently on opening another present.

 _Next year. I'll get you something next year. I promise._

"Alright!" Ben shouted, holding up the present he'd just opened. It was the new Sumo Slammers video game. With a smile on his face, he turned to Gwen. "Let's go play it! Right now!"

"Oh…okay," Gwen said as Ben grabbed her hand and pulled her along to the TV where he had his game console set up. She stared at him with a blank expression, surprised by his sudden change in attitude. It was like he'd completely forgotten they'd just spent the last few hours fighting.

 _I guess he just really likes his video games._

Ben handed her a controller as he started up the game, and before she knew what was happening, they were competing in one-on-one sumo combat.

Ben, who had played a lot of the previous game in the series, won the first few rounds. But after that, Gwen started picking it up rapidly, and won the next game.

"Yes! Take that, Doofus!" she gloated as Ben's character hit the ground.

"You got lucky. I'll win again next round," Ben declared.

"Dream on! I got this down now. I'm so gonna _destroy_ you!"

For the next hour or so, Ben and Gwen continued to play each other in Ben's new game. The trash talking never let up. And as the kids played, the adults sat in the next room talking, occasionally looking back at Ben and Gwen when they shouted too loudly.

"Well, I'm glad to see my grandkids are getting along as well as ever," Max said, half-jokingly.

"Yeah, this is great," Sandra began. "Ben's been in sort of a…funk, lately. I haven't seen him have this much fun since before school started this year."

"Gwen, too," Frank said. "Her grades have been slipping this year, for the first time in a while." He turned to look at his daughter. A huge smile stretched across her face as she played the video game. "I'm glad she's having some fun for once."

"Well, maybe you could bring Gwen around more often. I'm sure Ben would appreciate the company," Carl said to his brother.

Frank looked at his wife, who reluctantly nodded her agreement. "I think that's a great idea," he said.

"Well, you two and Gwen are always welcome here," Sandra said.

After a bit longer, Gwen's parents decided it was getting late, and went into the TV room to collect their daughter.

"Alright, Gwen. Time to get going. Say goodbye to everyone, now," her father said.

Gwen was in the middle of a game. "Just let me finish this game! It'll be real quick, I swear. I'm kicking Ben's butt!" she said, never taking her eyes off the screen.

"Are not!" Ben responded.

"Am too!"

"Now, Gwen," her mother said, a little more sternly than her father.

"Oh, alright," Gwen sighed, pausing the game and putting her controller down. She went over to her aunt and uncle and gave them each a hug when she said goodbye. She did the same with her grandfather, giving him a kiss on the cheek as well. Then, as she grabbed her coat and headed for the door where her parents were waiting, she turned to look at Ben. He'd been standing, still holding his controller, watching her. She was glad she was a good distance from him because she would have been too embarrassed to hug him, especially in front of her whole family. Instead, she awkwardly smiled and raised her hand to wave goodbye without saying a word. Ben returned the gesture, and before he could say anything, his cousin turned and left.

After seeing their guests off, Ben's parents returned to the TV room to find Ben playing his game again. He had replaced Gwen's character with a CPU.

"Ben, how much longer do you plan to keep playing? It's pretty late as it is," his mother said.

"I can't stop now, Mom! I have to practice so I can beat her next time!" By their last match, Gwen was getting very good at the game. He wanted to be able to beat her every time. Ben wasn't above taking advantage of the fact that she didn't own the game so he could practice more than she could.

"Well, I'm glad you had so much fun playing with your cousin tonight. You can have her over any time you like, you know," Ben's father said.

Ben glanced at his parents and quickly turned back to the game. "I didn't say I wanted her over here again!" His parents smiled at each other and shook their heads. As they turned to leave, Ben said, "Well, maybe once or twice. But just so I can kick her butt again."

* * *

Frank Tennyson looked in his rear view mirror as he drove. Gwen was in the back seat, laying across the seats. She wasn't asleep, but her eyes were closed and she had a content smile on her face. Frank was happy to see his daughter like this. She'd been looking so stressed this year. He figured it was probably from school ramping up the workload to prepare her for middle school. It must've been hard on her. But at this moment, she looked so relaxed, like she didn't have a care in the world.

"Did you enjoy your birthday, Gwen?" Frank asked.

Gwen nodded and opened her eyes. "It was great. Thanks, Dad. Thanks," she said to her parents.

"Even with Ben there?" Frank asked.

Gwen shot up straight in her seat. "Ugh, he was the _worst!_ He had to fight me over _everything_ , like always! Like, would it've killed him to wait five more minutes to open presents?!"

"You sure seemed to enjoy it when he shared his new video game with you," Frank countered.

Gwen looked down at her feet and shifted around in her seat. "Well...he wasn't all bad," she said quietly.

Frank chuckled. "Well, don't worry. You and him can play more in a few weeks when we see him for Christmas."

"Pfft. _Great._ " Gwen flipped her hair in annoyance.

Frank worried that his daughter was actually upset. But just a few minutes later, he checked his rear view mirror again. Gwen was back to laying down in the seat, eyes closed, with that same content smile on her face.

* * *

About a week after her 11th birthday, Gwen was in class. She hummed quietly to herself as she wrote down everything her teacher said. For some reason, she'd been loving her teacher lately. Everything she said was helpful and interesting to her. At the end of class, Gwen's teacher passed back the quiz she'd given the day before. Gwen slowly turned it over, worried about what grade she might see on it. Then she remembered she'd answered every question on it confidently when she'd taken it, and flipped it over. The top of the page was marked '100%.' " _Yesss._ " Gwen smiled and did a fist pump.

"Great job!" Emily said, wheeling up next to Gwen's desk. She hadn't meant to peek at her grade, but since it was a good grade, she figured Gwen wouldn't mind.

"Thanks!" Gwen said. "You getting lunch? Let's go!" Gwen said, grabbing her stuff and standing up.

"Someone's in a good mood today," Emily commented. It seemed strange, given how bored or even sad Gwen had seemed this year. She figured it was because of the 100. Acing a quiz would lift anyone's spirits, especially a bookworm like Gwen.

"Sure am!" Gwen replied. This week was going great. Way better than the rest of the year had been. The only explanation she could come up with was that she'd been thrown out of the loop by her incredibly weird summer. It had simply taken her awhile to readjust, and now she was finally getting back into the swing of things.

 _I'll be back to the top of the class in no time!_

* * *

"So, how have you been recently?" Ben's counselor asked him.

Ben still hated having to go to these sessions. He sat with his arms crossed and gave an unhelpful answer, "Fine."

"That's good to hear. Better than usual?" Susan asked.

"About the same," Ben answered.

"Now Ben, I spoke with your teacher earlier today, and she tells me you're attitude has significantly improved in the last week. In fact, she said you even asked her a question in class yesterday. You don't usually do that, it seems. And more than that, you've been friendly to all your classmates."

Ben put on his best 'I really wish I weren't here right now' face.

"Why do you feel the need to hide that from me?" she asked him. Ben didn't have an answer. "I know you don't like being here, but if you've had a positive change in your life recently, wouldn't it feel nice to share it?"

"I don't know what you're talking about," Ben said.

Susan held back a sigh. Then she had an idea. "Your birthday was last week, wasn't it?" she asked.

Ben cracked a smile, but quickly hid it. "Yeah," he offered simply.

"Did you have a good birthday?"

Ben hesitated. "It was lame," he said.

"Oh? Why's that?"

"My birthday is two weeks before Christmas, so I never get a lot of presents."

"That's a shame. But I'm sure you got something you like."

"Well, yeah. I got this new video game I wanted."

This was good. He was answering her questions. Since this seemed to be something he was willing to talk about, Susan decided to keep asking about his birthday. "What game was that?"

"The new Sumo Slammers game," Ben said, cracking a smile and not bothering to hide it anymore.

"Cool! Is it fun?"

"Yeah! Me and my cousin played it for hours! It was awesome!" Ben's counselor was looking at him with an interested smile. He realized he must've been talking really enthusiastically. His smile, which had widened considerably, shrank again. Then he realized his other mistake. "The _game_ was! The game was awesome, not playing it with my cousin."

Susan had a hunch this cousin of his might have been the person he claimed not to be missing at an earlier session. "Do you see your cousin very often? Or just on holidays?"

Ben scowled and fidgeted in his chair. "Just holidays, I guess."

"So this was the first time you've seen him in a long time?"

" _Her,_ " Ben corrected her, a little more forcefully than necessary. "And no, I spent all summer with her. It wasn't that long ago."

"Still, that's three whole months. It must have been a tough transition for you. Spending all summer with someone, then not seeing them at all for three months. It's hard to get used to someone not being there, after they spent so long _always_ being there."

Ben didn't say anything. She'd basically just put into words the thoughts he'd had before, and that made everything feel weird. He scratched his head nervously and started looking around the room a lot.

"What's your cousin's name, Ben?" she asked.

Ben looked her in the eyes and hesitated. Looking away, he answered, "Gwen."

"Ben and Gwen, huh?" his counselor said, smiling. "That's funny!" Ben rolled his eyes. "Tell me about Gwen," she continued.

"She's the worst," Ben said quickly.

"What do you mean?" she asked. From the way Ben had tried too hard to make it clear it was his new game he enjoyed, and not his cousin, she was expecting him to say something like that.

"She's annoying. She's bossy. She thinks she knows everything. And she hates me," Ben said.

"I'm sure she doesn't hate you, Ben. Sure, family members are bound to get on your nerves once in awhile, but she still came to your birthday party, didn't she?"

"Only because it was her birthday too," Ben countered.

"You have the same birthday?" she asked. Ben nodded. "Is she older or younger than you?"

"We're the same age," Ben said.

"So you two were born on the same day? That's a pretty special thing to share with someone." Ben said nothing to that, so she continued. "Are you going to see her again on Christmas?"

"Yeah," Ben said.

"That's great! Are you looking forward to seeing her again?"

" _No!_ " Ben denied it immediately, then quickly averted his gaze again. His face turned red, and he started scratching the back of his neck. It looked like he instantly regretted saying that.

Susan wasn't convinced that Ben was opposed to seeing his cousin again. He seemed much more willing to talk about her than anything else. But at the same time, he was even more prone to irritability than normal when he talked about her.

 _Their relationship must be pretty complex._ _But still, this is progress._

"I think we should meet again sometime after the holiday break, okay?" Susan said, dismissing Ben.

Ben nodded, his face still red with shame. He got up and left without another word.

* * *

Christmas Eve. Ben's parents were hosting the Christmas party this year. Most of the Tennyson family was invited, as well as a number of Carl and Sandra's friends. Gwen and her parents were invited too of course, although unsurprisingly Gwen's mother made an excuse not to come. Gwen loved her mother, but she resented the way she seemed to look down her knows at the Tennyson side of their family. Gwen knew the Tennysons were good people, even if _some_ of them could act like jerks sometimes.

As soon as her father pulled up to the curb, Gwen hopped out of the car and practically ran to the front door of Ben's house. But when she got there, she stopped, thinking. It hadn't been long at all since she'd last been here; a mere fifteen days ago on her birthday. For the first time since then, she considered whether or not she'd left on good terms with Ben. Sure, they had fought over everything all day, but then they played video games together. They even waved to each other as she left. Or did they just do that because their parents and Max were there?

"You can just go right in, honey. They're expecting us," Gwen snapped out of her thoughts when her father caught up to her. She opened the door and stepped inside.

Gwen's uncle Carl and aunt Sandra greeted them almost immediately. Then Gwen took a moment to scan the area. Music was playing a bit louder than Gwen expected from an adult's party, and the house was much more crowded than it had been on her birthday. She saw her grandpa Max, Max's sister Vera and their brother Gordon, Gordon's wife Betty Jean, a whole bunch of extended family she vaguely knew, and some of her aunt and uncle's friends she really didn't know.

Then she spotted Joel, her great uncle Gordon's son, and his wife, Camille. Camille the sludgepuppy.

 _There's an alien in Ben's house!_

Gwen freaked. She wasn't scared of Camille, since she knew she was a friendly alien. What she was more concerned about was her dad and Ben's parents finding out. She quickly ran over to her grandfather.

"Hey! Gwen! Glad you could make it!" her grandfather jovially greeted her. Gwen didn't say anything, but instead looked at him with a wide eyed look that signaled trouble. Without looking in their direction, she tilted her head towards Joel and Camille. Max looked over at them and got the message. "Oh, no need to worry," Max bent down and hugged Gwen, taking the opportunity to whisper in her ear. "She's staying in disguise for the whole evening. No need to worry about anyone else finding out."

Gwen was relieved, so she calmed down and gave her grandfather a real greeting. "It's good to see you again, Grandpa!"

Gwen chatted with her grandfather for a little while. He wanted to know how she liked being 11 and how school and her extracurricular activities were going. Gwen answered him as truthfully as she could, but she kept looking around like she was distracted by something.

"Looking for Ben?" Max asked.

" _No!_ " Gwen answered as if she were offended by the mere notion.

Max laughed. "He's probably with Lucy. You remember Lucy, right?"

Gwen gave him a dumbfounded look. "Lucy, from the wedding?" she said.

 _Just how many aliens are at this party?!_

Gwen remembered Lucy. She's the one who took her position as flower girl.

 _Not that I'm bitter._

She also danced with Ben.

 _Not that I care._

"You should go see her! I'm sure she'd be happy to see you. You're family now, after all. She and Ben are in the basement, I think."

Gwen nodded, excused herself, and headed for the basement like her grandfather suggested.

Downstairs, she found Ben and Lucy lounging on opposite ends of a couch, holding paper plates of food they'd brought from upstairs. She wondered what they were doing down here, but figured it was just because they were the only kids at this party, other than the infants some of their other relatives had brought with them.

As soon as they saw her, Lucy gasped, got up, and leaped over the couch. "Gwen!" she shouted, running over to hug her.

Gwen was taken by surprise. "Uh, hi, Lucy," Gwen said, awkwardly returning the hug. They were family now, but still, they'd only spoken a few times at the wedding last summer. Gwen thought it was weird for the blonde girl to be _this_ enthusiastic about seeing her.

"Come sit with us! You want some cake? Or some chips? We snagged a bunch before we came down here. Eat 'em before the adults notice they're missing!" Lucy pulled Gwen by the hand and led her to where she and Ben had been sitting. Gwen sat in a sofa chair off to the side of the couch, both of which faced a table with a bunch of snacks on it.

Lucy immediately began asking her and Ben questions about 'Earth stuff' as she called it. Gwen didn't even get a chance to say hi to Ben. All they'd managed was to look at each other and nod, smiling vaguely.

"Ooh! Ooh! What's your school like? Is it in a big building? Is it just like math and stuff or do you have sports and stuff too?" Ben didn't like the mention of school, but Gwen answered her and told her a bit about what her school was like.

"Was the wedding your first time on Earth?" Gwen asked.

"No, Camille brought me when I was younger. But I'm living here now!" Lucy answered.

"Really?" Ben asked, seemingly excited at the prospect.

"Yeah! Well, not _here_ here, but I've been living on Earth with Camille and Joel!"

Gwen was surprised to hear that. Most of Lucy's family hated humans, including Camille's parents, and probably Lucy's parents too.

 _Maybe that's why she's living with her cousin now. Neither of them get along with their parents._

Gwen decided not to ask about it.

"The schools I saw on Earth TV are _way_ different than my new school, so I thought maybe all your schools were different or something. But your school sounds pretty similar to mine, Gwen. What's yours like, Ben?" Lucy spoke very fast. It was actually kind of hard to keep up.

Ben was staring at Lucy. "What?" he asked when he realized he'd been asked a question. He seemed distracted by something.

"Whatcha lookin' at?" Lucy asked.

Ben looked kinda embarrassed, then answered. "Your eyes. Weren't they, like, blue before?"

Gwen looked into Lucy's eyes and saw they were violet. She hadn't noticed what color her eyes were at the wedding. Her face scrunched up in confusion.

 _Why would Ben notice something like that?_

Lucy giggled a bit and gave Ben a sly grin. She leaned forward and locked eyes with him. "Just can't help getting lost in my pretty eyes, huh?"

Ben and Gwen's faces both flushed bright red. Gwen didn't like where this was going.

 _What the heck is she doing?!_

"Uh, uh, um…" Ben stuttered and looked all around the room.

Lucy leaned away from him, laughing. "I can make my eyes whatever color I want! I kinda went back and forth between blue or violet in human form for awhile because of this human actress I saw in some old movies Camille showed me. Her eyes were always switching between blue and purple, and I just thought it was _so_ pretty!" Lucy demonstrated by blinking several times. Each time she opened her eyes, they were a different color, sometimes a color that you'd never see in a human eye.

"That's so cool!" Ben said.

"Think so?" Lucy said, sounding kinda proud of herself. "The hair and the clothes and the rest of me I got from comic book _superheroes!_ " she said, flipping her long blonde hair as she stood up to strike a majestic pose. Then she giggled and plopped back down onto the couch. Leaning in towards Ben again, she looked at him very intently. "You have really pretty eyes, too!"

"Uh, thanks." Ben was smiling awkwardly, not really sure how he felt about being called 'pretty.' However, he still blushed again. Gwen thought he was acting really weird.

Lucy turned to examine Gwen next. "Oh, wow!" Lucy got up off the couch, scurried over to Gwen, and leaned on her armrest, giving Gwen's eyes a closer look. "You two have, like, the _exact_ same eyes!" she exclaimed.

Gwen was a little uncomfortable. She didn't like people invading her personal space like Lucy was doing just now. She looked over at Ben, making eye contact with him.

 _...We really_ do _have the same eyes._

"Ooh! I know!" Lucy spun around once and struck a pose. "Whaddya think?" Her eyes had changed color again, and this time they were emerald green. The _exact_ same shade of green that was in both Ben and Gwen's eyes. Gwen was bothered by this, but she wasn't sure why. Ben, on the other hand, seemed happy with it, which also bothered Gwen for some reason. She'd seen him look at someone else like that before, but she couldn't remember who it was.

"Heehee!" Lucy giggled and sat back down. Her eyes changed back to violet. "I gotta keep 'em purple now, though. Camille told me if I'm gonna live on Earth, I gotta pick a look and stick with it."

The three of them talked for a little bit longer. But after a while, it turned into mostly Lucy and Ben talking, and more and more Gwen was getting left out of the conversation. It was really starting to bother her.

 _Ben's never that interested in talking to me._

Gwen scowled at her own thoughts.

 _Not that I care._

"Hey, let's go upstairs for a bit," Ben suggested.

Lucy leaned over close to him like she'd done when he asked her about her eyes. " _Hmmm?_ Why? You wanna dance with me again?" she asked with a suggestive grin.

 _Okay, are they FLIRTING?_

Gwen's face scrunched up a bit.

 _I guess she's only related to us through marriage, but still. That's weird, right?_

"What? I, I-" Ben stuttered.

Lucy hopped up onto her feet and laughed pleasantly. "Only teasing!" She grabbed Ben by the hand and stood him up. Then she made that same face at him again. "Unless you really want to!" Ben started stuttering again. Lucy laughed. "You're too easy!" She bounced over to Gwen and pulled her to her feet too. "C'mon, Cuz! Let's go see what's going on upstairs!"

Christmas music was still playing on the ground floor. Even in the rooms furthest from the speakers where it was quiet enough to actually hear other people talk, the music could still be heard. Lucy was enjoying it immensely. As they went around sampling every little snack Ben's mother had left out and talking to relatives and other guests, Lucy was dancing from room to room. Occasionally she'd pull Ben or Gwen into her dance and spin them around or something while laughing at their reactions. Gwen thought Lucy's overly-energetic antics would start to wear on her, but she actually started to enjoy hanging out with her. The alien girl's upbeat attitude was infectious, and it was hard to say no to such a genuine smile.

At one point, Gwen got separated from Ben and Lucy, having gotten stuck talking to one of her more boring relatives. The distant aunt, or however they were related, was going on and on about people Gwen knew absolutely nothing about, so she glanced over at the others for some help. She saw Lucy whispering something into Ben's ear, to which Lucy giggled and Ben laughed and nodded. The two of them looked over at Gwen and pointed in the direction of the stairs leading to the second floor. Then they walked off through the kitchen in that direction.

Gwen wanted to know what that was about. After another minute, she managed to find an opening in her relative's story and excuse herself. She quickly headed upstairs. When she got up there, she saw no one. "Ben? Lucy?" she called. The music from downstairs could only faintly be heard, but she still spoke up.

"In here!" she heard Ben call back from his room. She could faintly hear Lucy giggling as well.

Ben's door was open a crack, so Gwen pushed it open as she walked in. "What are you two-" She was cut off by the punch bowl that fell on her head. She shrieked in surprise as she was suddenly soaked, and Ben and Lucy cracked up. " _Psych!_ " Lucy shouted mid-laugh.

Gwen stood in the doorway, fists clenched in anger, glaring at the two of them with fury in her eyes. Ben and Lucy kept laughing for a moment. "Man, we _so_ got you!" Ben said.

"Got you good! With a _classic_ too!" Lucy joined in. She looked at Gwen with a smile, but when she saw how angry Gwen looked, her smile shrank considerably. "Er...Gwen? Are you alright? Sorry if that hurt, we were just trying to prank you."

"Pfft, Gwen can't take a joke," Ben said. He chuckled a little more, but he sounded nervous.

Gwen inhaled and exhaled deeply. Closing her eyes, she raised her arms and said a few words. It sounded like Latin, and her voice echoed a bit.

"Wait, wait, _no!_ " Ben shouted, shielding his face with his hands. Lucy stood there confused.

A blue circle appeared above Gwen. It slowly lowered through her, reaching the ground and disappearing. Suddenly she was dry, all the punch having magically disappeared.

"…Oh," Ben said. He was expecting violent magical retribution, not a cleaning spell.

"Wow, cool! I didn't know you could do magic!" Lucy excitedly bounced towards Gwen, but Gwen turned and slammed the door on them, storming off down the hall.

Back downstairs, Gwen sat in a sofa chair in the corner of the living room. The party was still going on around her, although the music had died down and some people were starting to leave. Gwen was glad nobody was trying to talk to her right now.

She was mad. It wasn't the prank itself that she was upset about, not exactly anyway. It hadn't been too harmful, especially since she was able to clean herself up so easily. But she didn't like being tricked, or ganged up on, or laughed at, or humiliated, or being told that she couldn't take a joke.

 _Ben_. _He always says stuff like that. And it's not true! He's just being a jerk!_

After sitting there brooding for a while, Gwen saw Lucy come into the room, looking around. She spotted Gwen and walked over to her. "Hey," Lucy said with a nervous smile on her face. When Gwen just stared at her angrily, Lucy sighed. "I'm sorry about the punch bowl thing, Gwen. We were just playing around. We didn't mean anything by it, I swear."

Gwen nodded. "…Okay."

"And Ben's sorry too," Lucy continued.

Gwen looked at her skeptically. "I doubt it."

"He is!" Lucy insisted.

"Did he say so?"

"...Well, no, but-"

"He's not sorry."

Lucy didn't argue with that. "So, you wanna come back upstairs with us?" Lucy asked.

Gwen just shook her head, so Lucy excused herself and headed back upstairs.

 _Of course he's not gonna apologize. When's the last time Ben apologized for anything?_

Gwen continued brooding. This was nothing new.

 _This is so like him. He does something to me, and then he acts like I'm the one who's wrong for getting mad._

"Doofus!" she said out loud.

But a few minutes later, she saw Ben and Lucy come back downstairs. She perked up and stared at them. Against everything she'd been thinking, she actually thought Lucy had convinced him to come and apologize to her. But he didn't even glance in her direction. Lucy did, and gave Gwen what looked to be an apologetic smile. The two of them sat down with Ben's parents at a table in the other room.

Ben's parents wanted to get to know Lucy better. Having missed Joel and Camille's wedding, they'd only just met her and Camille for the first time that day. As they talked, Ben kept looking over in Gwen's direction, but he never made eye contact with her. Gwen honestly couldn't tell whether or not he'd even noticed she was staring at him.

 _Come on, Doofus. Just an 'I'm sorry.' Even a half-sincere one. Can you manage that?_

But Gwen didn't get her apology. When her father told her it was time to go, they went to say goodbye to Ben's parents. Ben had disappeared to some other part of the house. Lucy, however, gave Gwen a big hug goodbye.

"Mmmmm!" Lucy made a strained sound as she hugged Gwen tightly.

"Ow. Okay, Lucy. Ow!" Gwen struggled until Lucy let up a bit.

Lucy giggled, but still kept Gwen wrapped in her arms. "It was _so good_ to see you again, Cuz!"

"It was great to see you again too, Lucy," Gwen said, genuinely glad the other girl had been there, despite the trouble she may have caused.

"We definitely gotta keep in touch. I wanna see your pretty face as much as possible, okay?" Lucy went on.

Gwen laughed a little at that, even though it was embarrassing. "Sure, I'd like that. Let's keep in touch." After Lucy finally let her go, they exchanged phone numbers, then Gwen left with her father.

As they got in their car, Gwen's father noticed she was looking a little upset. "Something wrong, Gwen?" he asked.

"Nothing," Gwen said, not even making an attempt to make it sound convincing.

"You and Ben have another fight?"

 _Jeez, that obvious?_

Gwen sighed. "He's such a jerk."

Gwen's father continued driving and took a moment to respond. "You know, after spending all summer with him, I figured you two would've had more than enough time to work out this feud you guys have." He didn't say it angrily or condescendingly at all, it was more like he was surprised that things didn't work out like that.

"Hah," Gwen gave a derisive laugh. "As if. We fought constantly last summer. If anything, it just proved he was even more of a jerk than I thought."

Gwen looked up at her father. She could see the tinge of sadness in his eyes as he stared ahead at the road. Gwen felt bad. She didn't like it when her father was upset, and he always wanted her and Ben to get along. Gwen had to remind herself that this was Ben's fault.

 _He's the one who's impossible to get along with. Not me._

* * *

Ben couldn't get to sleep. The party had ended and h'd gone upstairs to bed an hour ago, but he just laid in bed, awake and staring at the ceiling. His brow was knit and his jaw was clenched. Thoughts of the night's events nagged at him.

He knew he'd screwed up. When he pulled that prank on Gwen, he really didn't think she'd get that upset. He just wanted to annoy her a little. But after she stared daggers at him and Lucy and stormed off, he knew he'd made a mistake.

But Ben couldn't admit that to Gwen. He couldn't just let her win like that. That's why he couldn't apologize, even after Lucy begged him to.

And that just made him feel even more guilty. He'd screwed up, and then he'd just left her to mope in the corner for the rest of the night. All he had to do was apologize, then maybe things could've been okay.

He wasn't sure why he'd hidden in another room when Gwen was leaving. Maybe he knew he'd crack and apologize if she confronted him, and he still didn't want to let her win like that. Maybe he was just too ashamed to even be around her. Whatever the case, he'd let her leave without giving her an apology or even saying goodbye.

He had no idea how long it would be before he saw her again.

 _What am I supposed to say to her when I do?_

The thought felt familiar. It was just like before he saw her on their birthday. Ben rapidly lifted his head and slammed it into his pillow several times.

 _This shouldn't even bother me!_

He yelled at himself internally. Before last summer, he and Gwen had parted ways on bad terms like this many times, usually after fights a million times worse. Some of those times he'd felt guilty, but never like this. He never worried about how long he'd have to go without seeing her, or what he was gonna say to her the next time he saw her.

Ben rolled over onto his side.

 _It's still her fault. She cleaned it up with her magic, so no problem. And it was just a joke. She needs to learn to take a freaking joke._

But that thought only made him feel more guilty. "Argh!" he grunted, rolling onto his back again and slamming his fists onto his bed.

 _What is WRONG with me?!_


	3. January-March, Year 1

**January, Year 1**

Early January, the day after the holiday break.

Back at school, Gwen was bored again. It had been more than a week since the Tennyson Christmas party. She was still vaguely mad at Ben, but she wasn't thinking about that at the moment. Instead, she found herself daydreaming about her adventures from last summer, just like she'd been doing earlier in the year.

Gwen barely noticed when her teacher dismissed the class. She silently chided herself for not paying attention. Before the holidays, she'd been getting much better about paying attention in class, so she was hoping to keep that up.

"Hey," Emily said as she wheeled up next to Gwen's desk. "You doing okay, Gwen?"

"Hmm? Yeah, why?" Gwen responded.

"I don't know, you just looked kinda down. Rough break?"

Gwen hadn't realized she'd been looking glum. But after being asked about break, she felt about as bad as she looked. "You could say that," she said with a sigh.

"Family, huh?" Emily said.

"What?!" Gwen's heart skipped a beat. She was worried she'd said something about Ben without realizing it.

Emily shrugged. "Everyone sees family over the holidays. And everyone's family's crazy."

Gwen smiled a bit at that. "Yeah, I guess so." She suddenly felt very uncomfortable. Gwen stood up and grabbed her stuff, walking quickly out of the classroom.

In her next class, Gwen was actually able to focus through most of it, but only because she was really forcing herself to. By lunch, she felt completely drained, as if she'd had to physically exert herself just to stay focused. As she sat at her lunch table and ate, she thought over her situation.

Something was clearly wrong. Focusing in school was never something she'd had to _try_ to do before. But ever since last summer, it'd been a problem. However, what Gwen really couldn't figure out was that two-week span before Christmas break where she seemed to have gotten over her slump. She thought she'd be set for the rest of the year, but now she was right back to where she'd started. Why was this happening to her?

Of course, Gwen remembered her fight with Ben over break, especially since Emily had inadvertently reminded her this morning. However, even though she'd done it a lot recently, she couldn't bring herself to blame this all on Ben.

 _He's a jerk, but he's not powerful enough to cause all the problems in my life, despite his best efforts._

She considered a simpler explanation. She'd already blamed her slump before Christmas break on her having to adjust to being in school again after her summer break. Perhaps this was just happening again. Christmas break was fun too, so now she just had to readjust again.

 _Am I gonna have to do this every time I have a few days off now? Why am I suddenly so bad at school?!_

As she was obsessing over this, Gwen finished her lunch. It never took her very long to eat, especially when she got stuck at the end of a table full of people she didn't really know, like she had today. Everyone else always took longer because they were talking with her friends, but Gwen rarely had that problem.

She sighed, standing up to go drop off her tray. She decided to use the rest of the lunch period to go start her homework in the library. With any luck, she'd be able to get some of it out of the way.

 _Assuming I can keep my head on straight long enough._

* * *

Ben sat at a table in the cafeteria as he ate his lunch alone. Like usual, no one else wanted to sit with him. He was angry, but not because of that. By now, he was used to having no friends at school. What he was angry about was J.T. and Cash. As he ate his lunch, he glared at the two of them as they picked on another younger kid, right there in the crowded cafeteria.

 _Why doesn't anyone do anything?!_

Ben felt his right hand grip the Omnitrix. Situations like this always made him want to go hero. But he couldn't. In fact, keeping in mind what happened the last time he got into a fight with those two, he couldn't even go over there and stop them as himself.

The kid the bullies were picking on apparently decided to leave, since he meekly stood up with his lunch tray and tried to walk away. But the bullies wouldn't let him. J.T. held out his leg, causing the kid to trip. He managed to catch himself on his knees, although it looked like it hurt. His tray clamored to the ground and spilled his lunch all over the floor. The bullies laughed. Everyone else in the area just looked away, pretending not to notice.

Ben stopped caring about the consequences. He stood up and walked with purpose over to the scene.

"Oh, great. It's-" J.T. started to say something when he noticed Ben, but he was interrupted. Ben slid his hand under J.T.'s lunch tray and flipped it upwards, causing it to smack J.T. in the face. His food splattered all over him. J.T. screamed in anger. Suddenly everyone in the cafeteria noticed something was going on. Many kids gasped as others turned their heads to watch the scene unfold.

"What the hell is your- Hey!" Cash started to complain, but J.T. grabbed Cash's tray with both hands and tried to slam it into the side of Ben's head. Luckily, Ben managed to hold up his left hand and block it with the Omnitrix. He protected his head, but his arm still hurt like hell, making him yell out in pain.

They were loud enough for a teacher who'd been passing by the cafeteria to step inside to investigate the commotion. The teacher saw the mess, along with Ben and J.T. standing there covered in lunch food. Both of them got a trip to the principal's office.

* * *

Ben wasn't any happier to see his counselor this time. He'd been close to being done with her, but after this latest incident, he ended up scheduled for additional sessions.

 _Now I'll never be done with her._

"Is there anything you'd like to talk about?" Susan asked.

"Nope, I'm good," Ben said.

"Okay. Well, I'd like to talk about your recent fight with J.T."

"I already told the principal everything," Ben insisted, not wanting to go over it again.

"I know. But I'm not investigating _what_ happened. I'd like to know _why_ it happened."

"Because J.T. was being a jerk to someone and he shouldn't be allowed to get away with it."

"You could've told a teacher."

"Like _that_ ever does anything."

"A teacher being notified is what got you _here_ , isn't it?"

Ben stared at Susan. He didn't have a comeback for that.

"You seem to have a lot of anger, Ben," Susan told him.

"Gee, I wonder why," Ben said sarcastically.

Susan thought back to their last meeting. She decided to follow up on something they'd talked about. "Did you see your cousin again over the holidays?"

Ben narrowed his eyes. "Why?"

"I'm just curious."

Ben pondered this. He knew where this was going. She was gonna try to say all of his issues come from his family life or some other therapist junk. "Yeah, I saw her."

"On Christmas? New Year's?"

"Christmas Eve."

"And did you have a fun Christmas?"

Ben sighed. He really didn't feel like describing how he spent the holidays. "It was alright."

"Did you and your cousin play any more of that video game you got for your birthday?" Susan asked.

Ben grit his teeth. "No."

"No? Why not?"

"We just didn't! Okay?"

Susan paused for a moment. "Does talking about your cousin upset you, Ben?"

"Why does it have to be about Gwen?" Ben asked, frustrated. "Does _everything_ have to be about _her?_ We have the same birthday, the same grandpa, practically the same _name._ Can't I have _something_ to myself? I get into a fight with some stupid bullies and that can't even be because _I_ wanted to?"

Susan was somewhat taken aback by Ben's outburst, but she maintained her composure and gave Ben a moment to calm down. "I apologize, Ben," she said. "I didn't mean to belittle your sense of justice. I believed you when you told me why you got into a fight with your classmate."

Ben didn't seem angry anymore, but he did seem rather embarrassed for himself. He just nodded to accept his counselor's apology.

"But your fighting with your classmates is not my only concern. As we've said, you seem to have a lot of anger in you, and I think you're in denial when you say it has absolutely nothing to do with your cousin. If it didn't, I don't think you would've exploded like that."

Ben stared at her like a deer in the headlights.

"Again, I apologize, Ben," Susan said. "I'm not trying to attack you. But I think this is something you should take some time to think about."

"...Okay." Ben was getting uncomfortable, and he just wanted this conversation to end. Luckily, his counselor seemed satisfied with his agreement and let him end the session there.

"We'll talk more about this next time, if you're ready."

Ben wasn't sure what exactly it would take for him to be ready. But rather than dwell on that, he decided to just get up and leave. After all, he was only doing this because the school was making him, right?

 _It's not like I have any real issues._

* * *

 **February, Year 1**

Ben sat on the couch watching TV late at night. He wasn't actually watching it though, just flipping through channels. It's something he'd been doing a lot recently. There were plenty of shows he used to enjoy and he had lots of video games, but he often found himself in a mood where nothing really held his interest. This, on top of the 'anger issues' his school had told them about, worried his parents considerably. But Ben always insisted he was fine when they asked him about it. He claimed there wasn't anything wrong with him, he was just bored.

Ben didn't like worrying his parents. That's why he was glad they were both busy at the moment. He could lazily flip through the channels all he wanted without either of them saying anything. But then he saw something. He went back a channel and saw a live news broadcast. A bank heist had gone bad, and now there was a standoff with the police.

Ben jumped to his feet and held up his arms excitedly. "Yes! _Finally!_ " he cried out. He stopped to listen for any signs that his sudden outburst had attracted the attention of his parents. Hearing neither of their voices or footsteps, Ben rushed to his room.

"This is great. This is amazing!" Ben said to himself. "Finally, a reason to go hero that not even Grandpa would disagree with. And it's a bank robbery! The _classic_ child-friendly supervillain crime!" Not wasting any time, he opened his window and climbed out.

He stood still for a moment, a triumphant smile plastered on his face. He breathed in the cool night air and enjoyed the moment before lifting his left arm in front of him. With his right hand, he turned the dial of the Omnitrix, setting it to XLR8. "It's hero time!" He said his catch phrase, raising his hand and bringing it down on the watch. Seconds later, he was a blur as he sped towards the bank.

But then he stopped. He had the nagging urge to go get Gwen.

 _Well, it's been awhile. I guess having a little backup wouldn't hurt. I mean, I could probably take 'em easily if it were just one or two bad guys. But any more than that might be too many, even for me._

After justifying his decision to himself, he took off in another direction.

Moments later, he was outside Gwen's house on the other side of town.

 _I haven't seen her in a while. And she's probably still pissed at me._

It was a thought he'd had several times this year. XLR8 sighed and tried to ignore whatever guilt he was feeling this time. He picked up a tiny pebble and threw it at her second story window. Without meaning to, he threw it at super speed. It whizzed straight through the window, breaking a tiny hole into it. From inside, he heard Gwen shriek.

 _Real smooth, Ben. That'll make her happy to see you._

Moments later, Gwen opened the window and leaned out. She noticed the blue alien standing on her lawn. "Ben?" she said in surprise. But she didn't sound angry. And Ben couldn't see from where he was standing, but Gwen perked up and a big smile broke out across her face at the sight of him in one of his alien forms. But after getting over her initial surprise, she changed her expression to one of anger. "What the heck?!" she shouted down to him.

"Sorry!" XLR8 said, holding up his hands apologetically. "It was an accident, I swear!"

"Oh, sure. You _accidentally_ launched a rock at high velocity with pin-point precision. What am I supposed to tell my parents when they see this?!"

"Look, Dweeb, we don't have time for this! Bank robbery! Lucky Girl! Hero time! Let's go!"

"Alright, alright, keep your voice down! Gimme one second." Gwen leaned away from the window and out of Ben's sight. Moments later, she reappeared wearing her mask and the rest of her Lucky Girl outfit. She summoned a light blue magic disc outside of her window and stepped onto it. Slowly, it lowered her to the ground next to Ben. "So what's going on?" she asked.

"I just told you. Now let's go!" XLR8 lifted Gwen up and sped off.

"Whoa!" Gwen shouted in surprise. She wrapped her hands around Ben and held tight, pressing her head into his chest. Moving at XLR8 speed tended to make Gwen sick. But the way he was holding her in his arms made her feel strangely safe.

Before long, they came to a sudden stop. Ben was about to drop Gwen onto the ground, but he saw the way she was clutching him. "You okay?" he asked.

Gwen looked up and realized what she was doing. She was glad her mask covered most of her face, because she was definitely blushing. "Yeah, I'm fine. Would you put me down already?" Gwen said, more irritably than Ben was expecting.

"Have it your way." XLR8 released Gwen, letting her drop to the ground with a thud.

"OW!" Gwen stood up and brushed herself off, glaring at Ben. He just shrugged. She sighed, then looked around. Ben had stopped a safe distance from the bank, and she could see several police cars gathered in the street outside of it. "So it's some jewel thieves or something?" Gwen asked for clarification.

"Bank robbers. Saw them on the news."

"There are news cameras here? What if Grandpa sees us?"

"So what if he does?"

Gwen sighed again and shook her head. "So what's the plan?" she asked, already knowing the answer.

"We go in and kick some bad guy butt. You know, the usual." XLR8 struck a pose like he was about to speed off, but the Omnitrix started beeping. "Uh-oh," he said. In a flash, he was Ben again. Gwen said nothing, but the smirk on her face spoke volumes. "Oh, shut up," Ben said.

"I never get tired of that," Gwen said, still smirking. "Well, it's been fun, but it looks like the _real_ superhero has work to do." Gwen turned away and took a step towards the bank.

"Wait!" Ben reached out and grabbed her hand. She stopped dead in her tracks. They both looked down at their hands. Ben had only meant to stop her from walking away from him, but the way he'd grabbed her hand, their hands were now clasped like they were about to go on a stroll together.

The two of them stood there for a moment, then looked up at the same time. Their eyes met. They quickly let go of each other and turned away.

"I was just-"

"No, yeah, I know-"

"Yeah."

It took them a bit to get over that awkward moment, so they focused on observing the police in the street. Ben cleared his throat. "Sorry, the watch will be ready again in a sec. Then we can go fight some bad guys," he declared.

"Well, maybe we can use this time to actually think of a _plan?_ " Gwen suggested.

"Ugh, fine."

* * *

Twenty minutes later.

Everything had gone smoothly. They saved all the innocent bystanders, beat up the bad guys, and got out before the police or the press could ask them any questions.

After fleeing the scene, they made their way to a secluded, wooded area of a nearby public park to stop and rest on the way home.

Gwen, panting, took a seat and pulled off her Lucky Girl mask. Ben was out of breath too, the Omnitrix having timed out minutes ago, forcing him to run normally with Gwen. But after a few seconds, he was elated. " _WOOHOOOO_! Yeah!" he shouted, jumping in the air and fist-pumping victoriously.

"Hey! Keep your voice down, Doofus!" Gwen scolded him.

"Oh, come on," Ben turned to his scowling cousin. "Tell me you didn't love that just as much as I did. Finally some _action_ , ya know? Just like last summer!"

Gwen looked away, and smiled softly. She _had_ enjoyed it, sort of. And it really did feel like last summer again. But that only calmed her nerves so much. Those guys had guns. They'd taken them down easily enough, but that didn't mean it wasn't dangerous.

After celebrating, the fatigue caught up with Ben. He fell to the ground and propped himself up against a tree. "We need to do this more often," he said.

"What?" Gwen asked.

"You know, this superhero thing. I've missed it."

Gwen shook her head. "This can't be a regular thing. Grandpa wouldn't want us to keep doing this."

"Who cares?" Ben asked.

" _I_ care. And you should too," Gwen countered.

"Whatever, Dweeb."

"Shut it, Doofus."

"Nerd."

"Moron."

"Freak!"

"Spaz!"

They glared at each other for a second. Then Ben started cracking up, giving Gwen a moment of confusion. "It really is just like last summer, huh?" he said, his laughter dying down.

Gwen's glare softened, but it didn't go away. A dozen thoughts passed through her head.

 _How could he be like this?_ _We haven't said a word to each other since he played that dumb prank on me at the Christmas party. Then he shows up at my house in the middle of the night and pulls me into some superhero mission. And now he's laughing like nothing ever happened. He probably doesn't even remember it!_

Ben realized he was making Gwen angry again, so he stopped talking and stood up. "Come on. Let's get outta here," he said.

Gwen stood up and started following Ben, then she stopped. She had a strange look on her face.

"What's the matter?" Ben asked.

"Your house is that way," Gwen said, pointing in a different direction.

Ben looked in the direction she was pointing, then back at her. "Yeah, but your house is this way." Gwen stood still and stared at him with that unusual expression on her face still. "You coming or what?" Ben asked.

"Are you…walking me home?" she asked. She sounded surprised and a little bit disgusted, but at the same time she sounded sort of hopeful.

"What? No! I-" Ben flushed up and his eyes darted around nervously.

 _What does she think this is, a date?!_

"I figured we could walk until the Omnitrix was ready again, and then I could go XLR8 the rest of the way," Ben quickly explained, stuttering a bit.

"Oh. Oh, okay, yeah." Gwen said. Ben couldn't tell what she was thinking. Not that that was anything new.

They walked mostly in silence. Ben expected the Omnitrix to be ready again in a matter of minutes, but it must've needed more time to recharge from overuse. He'd used it once to get to Gwen's house and to the bank, then he'd used it again almost immediately to get into the bank and fight the bank robbers. By the time the watch was ready to be used again, Ben and Gwen had already made it back to Gwen's house.

During the walk back, Ben kept looking like he wanted to say something to Gwen. A few times he started to talk, but all he ended up saying was some vague compliments about how she'd done a good job as Lucky Girl. She accepted the compliments, and awkwardly returned them, but she could tell he wanted to talk about something else.

When they got back to Gwen's house, they stood on the lawn beneath her window. They looked at each other, not entirely sure what to say. Gwen broke the silence first. "Well, I guess I'll see you around?" She moved her arms, and a blue aura emanated from her hands like she was about to make another magic disc to raise herself back up to her room.

"Gwen, wait!" Ben stopped her.

"What?" Gwen stopped, dispelling the blue aura.

Ben averted his gaze downward and nervously rubbed his shoulder. "Listen, uh..." He acted very guilty as he started to talk. "I just, uh…I'm sorry about that thing on Christmas," he finally managed to say. Gwen didn't say anything in response. Ben forced himself to make eye contact with her, and he saw her staring at him, mouth agape with shock. "So…we cool?" Ben continued, as Gwen was apparently speechless.

Gwen managed to nod, and she smiled a little. Like before, the two continued to stand there staring at each other, saying nothing for a moment. Ben figured the apology had gone about as well as it could have, but now the moment was awkward. "So, uh, okay. Okay, cool. I guess...see you next time?" Ben spoke to break the awkward silence.

"…Yeah. Yeah, see ya," Gwen answered.

Ben turned the dial on the Omnitrix back to XLR8 and slammed his hand down on it. As soon as he transformed, he sped off.

Gwen remained on her lawn, staring off in the direction Ben had left long after he was out of sight. Then she smiled brightly, and magically lifted herself back up to her room.

* * *

 **March, Year 1**

Ben, Gwen, and their parents sat around Gwen's dining room table. Gwen really wished her father hadn't invited Ben and his parents over for dinner. Meals like this were always uncomfortable, mostly because her mother really didn't get along with the Tennyson family.

For the most part, Ben and Gwen had been silent throughout the meal. They knew better than to try to get involved in their parents' arguments. Not that they ever _overtly_ argued. The current conversation had been going pretty well to start with, but as soon as the topic of parenting came up somehow, that's when the moms got passive aggressive.

"I've always felt that putting too much pressure on a child to succeed will only end up smothering them. Sure, they might get good grades, but they'd be living in constant fear of disappointing their unpleasable parents," Sandra said, looking pointedly at her sister-in-law.

"Yes, well, pressure or no pressure, a child must have boundaries. Otherwise, they'll never work for anything and they'll just end up getting themselves into trouble," Natalie responded.

It was obvious to everyone what they were saying. Frank and Carl remained silent and gave each other a look of shared discomfort. Ben and Gwen did the same.

In fact, that's pretty much all Ben and Gwen had been doing throughout dinner. Listening to their parents talk felt like watching people walk over a minefield. The only thing that made it bearable was the knowledge that someone else was just as uncomfortable.

But they couldn't take much more of this. If the conversation kept going the way it was going, their moms were only going to get worse. Ben and Gwen shared another look, one they'd shared before when dealing with hostile aliens. A look that said ' _It's time to make our escape.'_

"Ahem," Gwen cleared her throat and pushed her plate forward a little. "Dad, may Ben and I please be excused? I have something that I've been wanting to show him," she said, deliberately choosing the parent more likely to say yes.

"Sure, run along you two," Frank said.

Ben and Gwen both pushed their chairs back and stood up. They calmly walked out of the dining room together. However, as soon as they were out of sight of their parents, they practically sprinted upstairs to Gwen's room. After shutting the door, Gwen immediately collapsed onto her bed, while Ben just sat on the floor and leaned against the wall.

"Oh thank god," Ben said as he breathed a sigh of relief and tilted his head back.

"Yeah," Gwen said. "We got out of their just in time. Any more of that and I would've gone nuts."

"You're already nuts." Ben grinned.

"Shut up," Gwen giggled a bit and tossed a pillow at Ben. After a second, she spoke again. "Why can't our moms just get along?"

"What, like you and me?" Ben joked.

"Shut up!" Gwen said, laughing more this time. "I mean like our dads. They get along great."

"Well, they're brothers," Ben said.

The two of them sat quietly for a moment. Neither of them wanted to say it, but the situation reminded them of how they used to make up excuses together to get out of eating Grandpa's cooking last summer.

Ben took a moment to glance around the room. From where he was sitting, he could see a box underneath Gwen's bed. "What's in there?" Ben asked out of curiosity, pointing at the box.

Gwen looked where he was pointing. Since she was on top of the bed, she couldn't see what he meant, so she crawled to the edge of the bed and looked down. "Oh!" she exclaimed. She slid down onto the floor and grabbed the box, pulling it out for Ben to see. "Souvenirs!"

Ben stood up and walked over to her. Gwen opened the box and showed him its contents. Inside, there was a lot of junk. Most of it was touristy stuff she'd gotten from the various cities and landmarks they'd visited last summer.

Ben lifted up a miniature Mount Rushmore. "Heh, I wonder how many people know there's a Plumber base underneath that place." Ben smiled, remembering all the incredible things he'd seen there. Then he placed it back in the box. He expected a lecture from his cousin about how he should look with his eyes and not with his hands. However, she remained sitting still, holding up the box for him. She gave him a genuinely friendly smile, as if inviting him to look through them some more.

Ben was a little confused, but he accepted her wordless offer and dug around inside the box again. In addition to all the regular souvenirs, he also saw some more unusual stuff. Charmcaster's spellbook, a tape recorder, and two unsealed envelopes, among other things.

Ben picked up one of the envelopes. Inside it was a stack of photographs. The first dozen or so were of him and Gwen in the town of Sparksville. He remembered it as being one of the most boring places they'd visited last summer, but all the photos showed him and Gwen having fun. As he flipped through them, he saw plenty of other places he recognized immediately, including Joel and Camille's wedding.

Ben looked up from the photos and saw Gwen was staring at him, looking kind of embarrassed. Ben wasn't sure why. "You kept these?" Ben asked, indicating the photos.

"Yeah, so what?" Gwen responded, a little defensively.

"…Can I have a few of them?" Ben was almost mumbling.

Gwen's expression changed from annoyed to surprised. She hadn't expected him to ask that, so she hesitated for a moment.

"You know, just to, like, have something to remember those adventures by, or whatever," Ben justified.

"O-Okay." Gwen nodded. "You can actually just take that envelope. I made three copies of them all. Grandpa has the third set."

"You made copies for each of us?" Ben asked.

"I forgot to give you yours, okay?!" Gwen explained, getting a little too defensive again. Gwen really had intended to give Ben the set of photos she'd copied for him as soon as she'd had them printed. However, she'd decided at the last minute not to. She thought it would be embarrassing and Ben would make fun of her for being corny or something.

 _It's not like I made a 'precious memories' scrapbook or something!_

Ben held up his hands in surrender, trying to show he wasn't accusing her of anything. He quietly slipped the envelope into his pocket.

Not sure what to say next, Ben walked over to Gwen's door and opened it a crack, leaning outside to listen for their parents' voices.

"You hear anything?" Gwen asked, putting the souvenir box back under her bed.

"Yeah," Ben answered.

"What are they saying?" Gwen asked, hoping they weren't fighting.

"I'm not sure. But I hear our dads talking, so I don't think they're fighting at least." Ben leaned back inside and closed the door. "You wanna go back downstairs?" he asked.

While he was looking outside, Gwen had climbed back onto her bed and lied down. She hadn't realized how tired she was. Her day had been pretty busy, it was getting late, and dinner was somehow exhausting. "Hmm, nah," Gwen declined, stretching her back to get more comfortable on the bed. She closed her eyes to rest for a second.

All of a sudden, Gwen was startled by the sound of the pillow she'd thrown at Ben earlier falling beside her head. "Wha-" This was followed shortly by Ben crashing down on the bed next to her, bouncing her a few inches into the air. Gwen yelped. "Hey! Get your own bed, Doofus!" she shouted at Ben.

"Nope!" Ben said, squirming a bit on the bed as he got comfortable. "I think I like it here. Way more comfortable than the floor."

"Ugh," Gwen groaned and rolled over onto her side, keeping her back to Ben. Next to her, Ben lay flat on his back, resting with his hands behind his head and looking up at the ceiling.

After a few moments of restful silence, Ben spoke. "Hey Gwen."

"Hmm?" Gwen grunted in response.

"Have you ever noticed your dad sounds like Clark Kent?"

Gwen rolled over and turned to Ben with a bewildered look on her face. "You think my dad is _Superman?_ "

Ben chuckled. "Please, I'm the only Superman in this family," he said, tapping the Omnitrix.

Gwen laughed a bit, then lowered her head back down onto her pillow. She didn't want to fall asleep, but she was very tired. She lowered her eyelids, telling herself she was only going to rest for a minute. Then she was out.

* * *

Gwen didn't want to move. She'd woken up, but her eyes were still closed, and she couldn't remember the last time she'd been this comfortable. She smiled contentedly and enjoyed the moment. It was peaceful and quiet, the only sound being that of her own breathing.

 _Wait a minute._

She heard more than her own breathing. She heard someone else's too. She opened her eyes. In her sleep, she had apparently snuggled up next to Ben, her head laying on his arm and her arm laying across his chest.

Gwen sat up in a panic, scrambling out of bed immediately. She stood there staring at Ben, practically shivering with embarrassment.

 _Was he asleep too? Did our parents come in and see us like that? Oh god…_

She looked at the clock on her nightstand. Thankfully, they hadn't slept for long. Their parents might not have bothered to check on them yet. Gwen decided to leave the room and head back downstairs to make sure.

Gwen found her and Ben's parents sitting around in the living room, talking and laughing. They were drinking wine, except for Uncle Carl since he had to drive home. They seemed friendlier than they had at dinner, probably because of the wine.

"Ah, Gwen! I was just wondering where you'd run off to!" Gwen's father said as she stepped into the room.

"Hi," was all Gwen said, trying to hide her nervousness. She calmed down a little when she realized that her father's reaction meant they hadn't come looking for them, so they hadn't seen her with Ben on her bed.

"What've you and Ben been up to?" Aunt Sandra asked.

"Nothing!" Gwen answered too quickly.

 _Great. Now I seem guilty. It's not like we did anything!_

"Um, you know, we were just talking. I showed him some of my souvenirs from the summer trip."

"Ah, that's nice," Uncle Carl said.

"Ooh, it's later than I thought it was. We should probably get going soon," Aunt Sandra said, noticing the time. "Gwen, would you go get Ben and tell him we need to go?"

"Okay," Gwen answered. As she walked back upstairs, she wondered if Ben was still sleeping, and if it would be weird to wake him up. She wasn't sure why she thought that. She'd had to wake him up plenty of times last summer when he was too lazy to get out of bed in the morning.

When she got back to her room, Ben was already awake. He was sitting up in her bed, staring at the photos she had given him earlier. "Hey," Gwen said to make her presence known.

Ben looked up at her in surprise. "Uh, hey," he responded, getting up off the bed and putting the photos back into his pocket.

Gwen didn't know what to make of his reaction, so she didn't say anything about the photos. "Your parents want you downstairs. You guys are leaving," she said.

"Oh. Okay." Gwen thought she could hear the slightest bit of disappointment in his voice, but figured she was imagining things.

Back downstairs, as Ben and his parents prepared to leave, Gwen hugged her aunt and uncle goodbye while Ben gave casual goodbyes to her parents. Then, Ben turned to Gwen and waved. "Later, Dweeb."

"Later, Doofus." Gwen returned the wave. Their parents reacted silently with various smirking and headshaking. Then Ben and his parents left through the front door.

* * *

Ben sat in the backseat of the car as his parents talked up front. He wasn't really listening to what they were saying though. He was too busy looking at the photos Gwen had given him again.

 _Why did I ask for these?_

He wasn't quite sure. A lot of them were of boring places like Sparksville or embarrassing places like the wedding. The Omnitrix was a much better souvenir of last summer than any of these photos, by a longshot. And yet, he couldn't stop staring at them as he slowly flipped through the stack.

He felt something as he looked at the photos. Nostalgia. So many events from the summer came rushing back to him so clearly, and the only thing in the past six months that even compared to them was when he and Gwen had stopped that bank robbery last month. Ben's face scrunched up in disgust as he realized the time he'd spent with Gwen was the most fun he'd had all year.

* * *

Back in her room, Gwen shut the door and took her souvenir box out again. Placing it on her bed, she took out the last remaining envelope of photos.

 _Ben was looking at these._

She took them out and started looking through them as well.

She'd looked through them once before when she first got them developed, and she had done so again when she gave Grandpa his copies. But for some reason, she was enjoying looking through them so much more this time now that she'd finally given Ben his copies. The fact that he'd not only accepted them, but actually asked for them, also made her feel good for some reason.

She held up a picture of her and Ben in Sparksville. They were standing back to back with their arms crossed. Ben wore sunglasses and fake antlers on his head and was making a serious face. Gwen had a baseball cap on and wore googly eye glasses while smiling joyfully. Gwen laughed at the photo.

 _Doofus._


	4. April-May, Year 1

**April, Year 1**

Gwen was quite proud of herself at the moment. Lately, she'd been doing well in school once again. After a string of perfect scores on her homework assignments and more than decent grades on her quizzes and tests, she was beginning to enjoy school almost as much as she used too. She was hoping she could keep this streak going, which is why she chose to continue studying intently this evening.

However, Gwen was unable to keep up her laser-sharp focus when a tiny rock shot through her bedroom window like a bullet, shattering a second small hole in it.

Gwen shrieked and ducked down, shielding her head with her arms. She immediately knew the cause of the disturbance. " _Beeeen!_ " she shouted before even lifting her head back up.

"Sorry!" she faintly heard the raspy voice of one of her cousin's aliens calling from outside.

Angrily, she stomped over to her window and lifted it open. " _Again?_ Are you kidding me?!"

"I'm sorry!" Ben repeated. "I swear it was an accident...Again!"

Gwen sighed. Ben was standing on her lawn as XLR8. She knew where this was going. "More hero stuff?"

"You know it! Grab your mask and your pajamas, we've got people to save," Ben shouted up to her.

Gwen shook her head. "No!"

"Whaddya mean, 'no'? Like you got anything better to do!"

"Ben-" Gwen stopped herself. She realized that having a shouting match with an alien on her lawn in the middle of the night was gonna attract someone's attention sooner or later. "Look, just, get in here!" Gwen's hands began to glow blue. With a few arm movements, a similar blue aura surrounded Ben, lifting him into the air.

"Whoa, whoa, hey!" Ben was caught off guard, but he managed to undo his Omnitrix transformation and turn back into himself while he was tumbling through the air. This made him small enough for Gwen to pull through her open window. Once inside, she stopped levitating him, letting him drop to the floor. "Ow!"

" _Sorry,_ " Gwen said mockingly, considering it revenge for dropping her last time. Then she stepped over Ben and closed the window.

Ben climbed to his feet. He was angry for a second, but he brushed it off, wanting to get straight to the point. "Look, what are you doing? We need to go. Now!"

"Ben. _No,_ " Gwen repeated herself. "I'm studying right now, and I'm guessing you should be too."

"Who care about _studying?_ " Ben asked. " _Lives_ are at stake here!"

" _I_ care. And I told you last time that we can't keep doing this! It's dangerous!" Gwen insisted.

"But you liked it last time!"

"No, I liked...Can't we just... _ugh._ " Gwen stomped her foot and let out a frustrated sigh.

"What?" Ben asked. He shook his head. "Look, whatever. The point is, people are in danger and we need to save them."

"There are other people who can do that."

"Yeah, but we can do it _better!_ "

"Ben-"

"Gwen, it's just a burning building!" Ben insisted. "There aren't even any bad guys this time, I swear. And if you don't wanna go in there, fine, but can't you at least stand outside and use your magic to move people to safety? Or catch me if I fall?"

Gwen was about to refuse again, but she hesitated. She looked Ben in the eye and pictured him trying to pull off some stupidly dangerous stunt while rescuing others.

 _If I'm not there to help him, he could get hurt._

"Fine," she agreed.

"Yes! Thanks, Gwen!"

"I'm not doing it for _you!_ I'm doing it for the people in the building," Gwen insisted, walking over to her closet where she kept her Lucky Girl costume. She opened the door, pulled the costume off the rack, and stepped back. She stopped and glared at Ben. "Well?"

"Well what?" Ben asked.

"Get out, Doofus! I don't want you watching me change!"

"Ew, gross! I don't wanna do that either!" Ben hurried to the bedroom door and opened it. "I'll just meet you outside," he said as he stepped out into the hallway and closed the door behind him. Just in case Gwen's parents were home, he moved quietly as he made his way through the house to the exit.

Once Gwen finished donning her superhero costume, she looked out the window. She could see Ben down there, turned away from the house and impatiently tapping his foot. So she opened the window and magically lowered herself down.

Ben heard her coming and turned to face her. He waited as Lucky Girl approached him.

"...Sorry about that," Gwen said, both for taking so long and for their little argument.

"It's fine," Ben said, scrolling through his Omnitrix aliens. "With XLR8, we'll still be there faster than the fire department." Ben pressed down on the Omnitrix as he finished his sentence, and suddenly he was XLR8 again.

Gwen hesitantly took a step forward, raising her arms.

"...What are you doing?" Ben asked.

"Y-You're supposed to carry me, Doofus!" Gwen shouted, embarrassed to have to say it out loud.

"Oh, right. Forgot you're so slow."

"Shut up."

Ben lifted Gwen into his arms. "Ready?" the blue alien asked.

"Ready," Gwen confirmed, tightening her grip and preparing for the imminent super speed.

Surprisingly, Gwen didn't feel sick or nervous this time. Smiling, she felt the breeze flow through her short red hair, like she was driving in a super-fast convertible. It felt nice and exciting, yet strangely calming too.

When she saw the plumes of smoke, she remembered what they'd set out for. Just like last time, Ben stopped down the street from their destination just before the Omnitrix timed out and he reverted back to his human form.

Gwen surveyed the situation. The burning building was massive, and flames were clearly visible on just about every floor. The fire had already spread to the adjacent buildings as well, and a large chunk of the building was missing as if it had been blown up. "What happened?" Gwen asked, expecting Ben to have heard about this from the news.

"An explosion. The news crews don't know what set it off yet, but they said there are people trapped inside, and a few smaller explosions have gone off too. They also said if the firetrucks don't put the fire out soon, the whole building could collapse."

"You gonna go Heatblast? Try and absorb the fire?" Gwen suggested.

"Yep! And then hopefully the Omnitrix will cooperate and let me change into another alien to carry people out. Oh man, I hope the cameras get some nice shots of me!" Ben added.

Gwen rolled her eyes. "I guess I'll try some water-conjuring spells to help with the fire, and I'll try to levitate anyone trapped in the building to safety."

Ben nodded. "Hero time!" he shouted, slamming his hand down on the Omnitrix. But nothing happened. He still had to wait another minute or two before it would be ready again. "Uh…"

Gwen smirked. "I guess it's up to Lucky Girl to save the day. You can join in whenever you're ready," she said.

"Ha, ha, very funny. Just go. I'll be there in a minute," Ben said, trying to hide how emasculating this was. Gwen smirked once more, hopped on a magic disc, and flew towards the blazing fire.

* * *

"WOOOHOOO!" Ben cheered, arms raised triumphantly as he ran through the park. They had decided to head back to the same park they'd stopped at last time. Since it was in the central part of town, it was once again conveniently close by, and it was a decent halfway point between their houses.

"Wait, slow down!" Gwen yelled as she chased after him, laughing as she said it.

"Slow down?" Ben said, stopping and turning around to face Gwen as she caught up to him. "We can't slow down, we're _superheroes!_ " Ben shouted in an 'overacting' voice. Then he grabbed Gwen by the shoulders, lifted her up just a bit off the ground and spun around, making a _whoosh_ noise.

"Hey! Quit it! Put me down, Doofus!" Gwen shouted in between fits of laughter.

"Okay," Ben said, abruptly dropping Gwen to the ground. Having not been prepared, Gwen immediately lost her balance and fell over, still giggling uncontrollably as she did. Ben fell to the ground next to her and joined in.

Their act of heroism had been a complete success. They stopped the fire, no buildings collapsed, and everyone was evacuated safely. After everything that happened, they were in high spirits.

After the laughter died down, the two of them just lied there for a few minutes, gazing up at the night sky and taking a moment to recuperate. Then Ben stood up. Standing beside Gwen, he bent down and offered his hand to help her up, which she accepted. They clasped hands and he pulled her to her feet.

They began walking back to Gwen's house. On the way, they continued to joke around and recount all the action of their latest heroic act. Once they were about halfway to Gwen's house, Gwen noticed Ben glance at his Omnitrix. It was ready to be used again, but for some reason, Ben didn't use it or say anything about it. He could've gone XLR8 and gotten them both to their respective homes in a few seconds, but he didn't. Gwen thought that was weird, but she didn't say anything about it either.

"Man, it felt _so_ good going Heatblast again. I haven't used a lot of my aliens in _waaay_ too long. I hope I get to be Diamondhead next time," Ben said.

 _Next time._

Gwen frowned. This was only the second time they'd done any hero-ing since they got back to Bellwood, the first time having been two months ago. She had to admit, it did feel good to help all those people and be a hero again. But something was nagging her. "We should tell Grandpa," Gwen said.

"No!" Ben said, stopping in his tracks. "We can't say _anything_ to Grandpa about this. He told me not to use the watch when we got back to Bellwood."

"I know, but I don't feel right doing this behind his back. Besides, I'm sure he'll understand. You've only used it twice now, and both times you did it to save lives. And he's gonna find out sooner or later. Alien heroes running around town isn't exactly something people won't notice. I'm surprised he didn't hear about it last time," Gwen said.

"Doesn't matter," Ben stated. "If he knows I'm using the Omnitrix, he'll just tell me to stop. And I don't wanna stop."

Gwen didn't say anything. Even if what they were doing was helping people, she was having very mixed feelings about continuing to do this.

"Gwen, please. Promise me you won't tell Grandpa?" Ben begged.

Gwen was surprised to hear Ben actually say 'please' to her. But she agreed. "Okay. I promise."

"Great!" Ben smiled. "Race you back to your place. Ready? _Go!_ " Ben took off sprinting.

"Hey! No fair!" Gwen shouted as she began to chase after him.

* * *

The next day, Gwen sat at her desk, staring at her phone. Having reconsidered, she once again wanted to tell Grandpa that she and Ben had gotten back into the hero business.

 _We're not doing anything wrong, so it's not like he'll get mad at us._ _If it weren't for Grandpa, we wouldn't be able to be heroes in the first place. He's helped us so much, he deserves to know. He might even be willing to help again!_

But she'd made a promise to Ben. That wasn't something she would break easily.

She stood up and walked over to her bed, then collapsed onto it, sighing deeply in frustration.

 _I shouldn't have made that promise._

Gwen usually thought things through more carefully before making promises like that. She didn't know what had come over her the other night. And now, she figured she was right the first time. It would be better to just tell Grandpa.

Gwen looked at her phone again.

 _Sooner or later, we're gonna end up on the news, if we haven't already. Grandpa's gonna hear about it eventually, he might as well hear it from us._

Opening up her contacts, she selected her grandfather's number, and hit the 'call' button. She immediately felt guilty, but tried to ignore the feeling as she waited for her grandfather to pick up.

"Hello?" she heard his voice say.

"Hey, Grandpa! It's me!" Gwen said, trying to sound cheery.

"Oh hey, Gwen! How are you?"

"I'm doing well, thanks! But, uh, I kinda need to talk to you about something…"

* * *

Ben knew what had happened as soon as he saw 'Grandpa' on his caller ID. He answered the call and held his phone up to his ear. "Gwen told you, didn't she?" he said.

"You know, Ben, most people say 'Hello' when they answer the phone," was his grandfather's response.

Ben sighed and clenched his teeth. "Hello, Grandpa."

"Hello, Ben. Now, before we move on, I just want to let you know that you shouldn't be mad at your cousin. She did the right thing telling me what you two have been doing," he continued in a calm voice.

 _Of course she did. Everything she does is just sooo perfect._

Ben rolled his eyes.

"Okay? And you know what? I'm not mad at the two of you. I think it's great that you're using your gifts to help people again. When I told you not to use the Omnitrix in Bellwood, I knew from the start that you wouldn't be able to listen to me forever. Heck, I'm surprised you listened to me for this long!"

Ben blinked. "Wait. So, you're not mad?"

"Not even a little. I'm worried, of course. What you're doing is dangerous. But it's what you two did all summer, so I know you can handle yourselves. And I know I couldn't stop you even if I wanted to. Just promise me one thing," Max said.

"What?" Ben asked.

"Never go off fighting crime, or aliens, or doing anything dangerous like that alone. I want you and Gwen to look out for each other. I know you don't always get along, but you've saved each other's lives more times than I can count. I'd feel a lot better if I knew you two were there to keep each other safe."

"…Okay, Grandpa." Oddly enough, Ben didn't find that promise too hard to make.

"Good. I'm proud of you, Ben. Let me know if you ever need help with anything." Ben and Max said their goodbyes, and hung up.

 _Well, that went better than expected._

But Ben was still a bit mad at Gwen. She promised she wouldn't tell their grandfather anything, and then the very next day, she did exactly that.

 _That little tattletale. Of course she told him. She's always trying to get me in trouble._

Ben took his phone back out and called Gwen.

After a few rings, Gwen answered. Neither of them said anything for a few seconds. "…Hi," Gwen said eventually.

"What is your _problem?_ " Ben said with malice.

Gwen sighed. "Look, I'm sorry, okay? I just thought it would be better if Grandpa heard it from us instead of the news." Gwen sounded genuinely apologetic. But Ben didn't back down.

"You said you wouldn't tell him. You _promised,_ " Ben reminded her.

"I know, I just-" Gwen began, but Ben cut her off.

"I mean, really! Did you have to run off and be a little tattletale the first chance you got, you little Dweeb?"

"Hey! What difference does it make if I told him anyway? He was totally cool with it!"

"It doesn't matter! You still shouldn't have told him."

"I already explained to you why I told him. If you can't see that I'm right, then you're an idiot."

From there, the fight devolved into the two of them shouting insults into their phones. No debate, no points being made, just a string of 'freak' and 'loser' and 'moron' until Gwen got fed up with it and hung up.

* * *

Gwen lied in her bed with angry tears in her eyes.

 _Of course Ben would do this. Of course he would ruin this. Why did I ever think this would turn out differently?_

Part of her felt guilty. She _had_ made a promise to Ben, and she had broken that promise. But Ben completely overreacted. Their grandfather wasn't upset at all. Ben had no reason to yell at her or to be that harsh. But something else about all this upset her even more than that.

 _Why do I even bother?_

Before last summer, she never would've even considered that she and Ben could possibly get along. But this past year, they both seemed to be trying to get past their differences. She'd seen his noble side, the way he risks life and limb to save people he's never even met. And every now and then they had pleasant moments where they got along just fine, like last night.

 _But Ben always has to screw it up._

They start to get along, then Ben pulls some stunt like the prank at Christmas or the phone call today. It's always one step forward, and two steps back.

Gwen rolled over and stared at the wall. She was beginning to wonder if she could ever actually get along with Ben.

* * *

Ben was going through a similar dilemma. But rather than laying in bed, his method of dealing with the situation involved punching his pillow repeatedly.

He couldn't even tell who he was really made at. Gwen had broken her promise, but he had to admit to himself that he'd overreacted, embarrassingly so.

Like Gwen, Ben had noticed the pattern here. They get along, they fight, they get along again, they fight again. And he couldn't decide who to blame. Gwen could be insufferable and stuck up, but he was usually the one starting the fights.

 _Who am I kidding. It's all my fault._

Ben gave up punching his pillow and just let his head fall into it. He leaned to the side and glanced at the Omnitrix. If he went XLR8, he could be at Gwen's house in seconds, and he could apologize to her in person.

 _No!_ _I can't let her win like that._

He knew he'd screwed up, but he wasn't the only one. And even though he knew they could probably resolve this, his stubbornly competitive nature once again got the better of him. He wasn't going to apologize again, he decided. Not until she did.

* * *

 **May, Year 1**

Gwen wanted to smack her laptop. Or herself. As she reread what she'd just written, she felt like this was turning into the worst essay of her school career. She found dumb spelling and grammar mistakes every paragraph. It didn't seem to be going anywhere. So much of it felt like filler. She was overusing the same few words and phrases over and over. She couldn't help but regret every sentence she wrote as soon as she finished writing it.

"Ugh…" Gwen moaned, leaning her face into her hands.

 _Maybe I should just scrap the whole thing._

English wasn't usually her best subject. Math and science came much easier to her. But she'd never been _this_ bad at it.

A noise from her computer made her jump. Looking at the screen, she saw she was getting a Skype call from Lucy. Gwen smiled weakly. She'd been getting calls and texts from Lucy at the most random times every few weeks since Christmas. Glad to have a break from her essay, she answered it.

"Gooood _morning!_ " Lucy shouted as soon as she popped up on video.

"It's the middle of the night, Lucy," Gwen corrected her dryly.

"Nope!" Lucy held up a finger and wagged it back and forth. "It passed midnight a minute ago. So it's _technically_ morning!" She giggled at her own little joke.

Gwen furrowed her brow, checking the time at the bottom corner of her screen. "Oh, sh...shoot." Gwen hadn't realized it was so late.

 _Or early. Or whatever._

"Why are you calling me so late?" Gwen asked. She realized too late that that might've come off as rude, but Lucy didn't seem to mind.

"Why are _you_ up so late?" Lucy countered.

"...Fair point," Gwen conceded.

Lucy laughed. "It said you were online, so I got curious what you were up to," Lucy explained. "So, whatcha doin'?"

"Failing my essay," Gwen put it bluntly.

"Pfft, oh come on!" Lucy waved her hand dismissively. "From what Ben's told me, you're not the type to fail _anything_ in school."

Gwen felt her heart sink.

"Whoa, Gwen, you alright?" Lucy asked. "You look a little pale."

"It's nothing," Gwen said quickly, trying to smile. Her problems with Ben were the last thing she wanted to talk about with Lucy.

Lucy rested her thumb and forefinger under her chin and leaned into the camera. "Hmmm…" She exaggeratedly examined Gwen for a moment. "Well, okay. Ooh! One sec! I got somethin' I gotta show you!"

"What?" Gwen asked as Lucy hopped out of her chair and ran off-screen.

Lucy came back a moment later holding up a T-shirt. "Check it out! Joel got it for me!" She held it in front of the camera for Gwen to see. It had some sort of minimalist superhero mask design on it.

"What is that? Catwoman?" Gwen asked.

Lucy giggled. "No, silly! It's totally _you!_ " Lucy slipped the shirt on over her head. Once it was on, she did a little twirl. "Ta-da! How do I look?"

Gwen was very confused for a second, then it hit her. She hadn't even recognized her own Lucky Girl mask. "Wait, what? _What?_ " Gwen suddenly had a lot of questions.

Lucy laughed and started doing superhero poses. "The _mysterious_ Lucky Girl, reappearing _twice_ in the same part of the country. You're pretty big on the internet right now!"

"I have _merchandise?_ "

"And memes!" Lucy added. "Not to mention the fanfiction. But you _might_ not wanna Google that..."

"Wait, how did you even know I was Lucky Girl?" Gwen asked.

"How many _other_ cute magic redheads are there in Bellwood?"

Gwen blushed a little. She still wasn't used to all the compliments Lucy gave her. The only people who'd ever called her things like 'cute' and 'pretty' before had been adult relatives like her father and grandfather. Certainly never anyone her own age.

Lucy giggled at her reaction. "Y'know, people are wondering if you're an alien too since you keep getting spotted with Ben's aliens. And I guess people still don't know his aliens are all just one transforming human, huh?"

Gwen scowled again. Just hearing Ben's name was grating on her mind.

Lucy's smile faded into a look of concern. "Ben still hasn't apologized, has he?"

It took Gwen a moment to process that Lucy was referring to the incident on Christmas. "No, he did! He did..." Even though she was mad at him, she had to give credit where credit was due. She really hadn't expected an apology for that, but she got one from him.

"So are you guys hanging out again?" Lucy asked.

"We don't _hang out,_ " Gwen corrected. "We only see each other when our families get together. Or when we're doing hero stuff," Gwen said bitterly. She rubbed her face with her hand, suddenly feeling how tired she was. When she looked back at the screen, she could see Lucy looked very uncomfortable. "S-Sorry, I…" Lucy very rarely _didn't_ look happy, so Gwen knew she'd been making things awkward for her with the way she was talking about Ben.

Lucy raised up her hands. "No, no, it's fine," she said. "Is your essay due tomorrow?"

Gwen appreciated the sudden change in subject. "No, thankfully. But I was trying to spend more time on it because I just can't get it right for some reason."

"Naw, I'm sure it's _way_ better than you think," Lucy said encouragingly. Then she gasped. "Ooh! I know! I know! You should send it to me when you're done!" she suggested.

Gwen raised her eyebrow skeptically. "You want to proofread it for me?"

"Yeah! Just to give you a second opinion. Trust me, my English is _very_ good for an alien!" Lucy smiled proudly.

Gwen chuckled a little at that. It was weird to know she had aliens in her family now. "Well, alright. I'll probably finish it tomorrow. Then I can email it to you."

"Cool cool cool!" Lucy replied. "Alrighty then, talk to ya tomorrow! And remember, if you ever need help with anything, just let me know, okay?"

Gwen nodded. "Thank you, Lucy. Good night."

* * *

Ben sat on the couch with his homework in his lap. He wasn't really working on it though. He had the news on the TV in front of him. Nothing interesting was on, but he kept hoping there would be some kind of crisis that would warrant the use of his aliens again.

With his right hand, he absent-mindedly fiddled with the Omnitrix. It was almost like an itch that needed scratching. He had half a mind to head out into the nearest city and just patrol for crime, even if there wasn't anything specific for him to do. But then he remembered his promise to his grandfather. He wasn't supposed to do that sort of thing alone.

 _I'm not asking Gwen for help._

"For a lame arcade prize, you sure do love wearing that thing," a voice from behind Ben said.

Ben reflexively jolted his hand away from the Omnitrix. He turned to see his father standing behind the couch. "Hey, Dad," Ben greeted him, hoping to drop the subject of the Omnitrix.

"So what exactly is it, anyway?" Carl asked, walking around the couch and taking a seat in the nearby armchair. "Is it just a watch? Does it actually tell time?"

 _Great._

"Uh, yep. And it, like, lights up and stuff. That's about it, really," Ben lied.

"Ah. But it's really more of a souvenir I guess, huh?"

"Yeah," Ben said, smiling. The Omnitrix was certainly the best souvenir he could've ever hoped for. "I guess it is."

"That's great, son. Hey, why don't you tell me a bit about what you, your grandpa, and your cousin got up to on your trip? You still haven't told us much, now that I think about it."

From what Ben could tell, his father was simply trying to talk to him a little. However, without even realizing it, he was putting Ben in a tough situation. There was _a lot_ he couldn't say about last summer.

 _Do I lie?_

Ben shrugged. "I dunno. Whaddya wanna know?" he asked, trying to buy time to think.

"Well, where'd you go? I remember your grandpa had everything all planned out. Lots of cities and monuments and parks to visit, right?" Carl tilted his head back as he tried to remember what his father had told him.

"Yeah, we went to lots of places. Mount Rushmore, D.C., uh...Sparksville?" Ben recounted.

"Did you see any aliens?" Carl asked.

" _What?_ What are you talking about?" Ben suddenly got very nervous.

"You know, like the ones on the news. Some have showed up near here recently, too. There were a _ton_ of those incidents last summer. And I think a lot of them were in places you guys visited." Carl stared into space and squinted a little, like he was on the verge of some realization.

 _Uh-oh._

Ben thought quickly. He needed a way to distract his father and make him think he had nothing to do with the alien encounters.

 _I got it!_

Ben scoffed. "You kidding? I _wish_ I got to see cool stuff like that."

"Oh?" Carl asked. "You didn't see any of them?"

"Nope. Every time we showed up somewhere that had an encounter, we found out we'd _just_ missed the aliens. And then all we got to do was dumb touristy stuff. I bet half those cities made up the aliens to trick tourists," Ben said, sounding very ticked off.

"Really? Not even once? Seems almost impossible with how much you guys traveled last summer."

"Well we would've gotten to see them if it weren't for _Gwen,_ " Ben said with disgust.

"Hm? What do you mean?" his father asked.

"Every time we heard of another alien encounter, I asked Grandpa to take us straight there. But _Gwen_ always wanted to stop somewhere along the way, like a famous _library_ or some dumb _science_ museum," Ben lied. Partially lied, anyway.

"Is that so? Wow, that's quite surprising," Carl said, although he sounded like he thought Ben was exaggerating a lot.

"Well, that's just how Gwen is. Leave it to her to ruin the summer trip I waited all year for," Ben declared.

"Sorry to hear that, sport," Carl said. "So, what're you working on there?" he asked, indicating the notebook Ben was holding.

"What? Oh, just some homework," Ben explained.

"Well, try to get it done tonight. Don't watch too much TV," Ben's father said, getting up and leaving the room.

"Okay," Ben called after him.

 _That was close._

For a minute there, Ben thought his father was going to figure out he was involved with all the alien incidents last summer, but it looked like he'd managed to successfully avoid that once again. However, now that he'd lied about it some more, he felt bad about it. Not just for lying to his father, but he'd also kind of thrown Gwen under the bus.

 _Whatever. Not like she made the summer any better._

Ben felt a heavy weight on himself as he had that thought. He looked at his Omnitrix, remembering all the times Gwen had actually come to his rescue. He sighed.

 _Maybe I shouldn't have said that..._

* * *

Ben was ticked off. He never understood why his parents had to randomly get together with Gwen's family like this. So as his parents finished setting the dinner table downstairs, Ben stood by the window on the second floor.

 _Maybe she's forgotten about it._

He and Gwen still hadn't spoken since their fight last month, so Bed had no idea what his cousin would be thinking tonight. Not that he ever knew what she was thinking. But these family dinners were awkward enough when they weren't in the middle of a fight. It would make things a lot easier if they could just ignore what had happened.

Ben ducked to the side when he saw Gwen's car pulling up the driveway. He watched carefully as Gwen stepped out of the backseat and walked toward the house. If she didn't look angry…

 _She looks angry._

Ben was very familiar with that face. That was her ' _I can't believe I have to be here right now_ ' face.

 _Well, that settles that._

As far as Ben was concerned, there was zero chance of Gwen apologizing tonight. And that meant zero chance of him apologizing either.

Ben sat down at the top of the stairs. He was out of sight of his family downstairs, but he could hear Gwen and her parents come in the front door. His parents greeted them and started talking with Gwen's parents. He listened for Gwen's voice, but didn't hear it. He knew he would have to go downstairs and join them for the awkward family dinner eventually, but he waited until his mother called out to him so he could avoid it as long as humanly possible.

When Ben finally joined them, he walked briskly to the table and sat down, keeping his eyes on his food.

"Hello, Ben. So nice to see you," his uncle greeted him warmly.

"Hello, Ben," his aunt greeted him curtly.

"Hello," Ben replied, hoping they'd forget about him and resume their conversation with his parents.

Luckily, they seemed to. Their meal continued in much the same way as their last one, except with one crucial difference. The reassuring looks Ben and Gwen usually shared when their mothers got a bit snippy were nonexistent this time around, instead being replaced by nervous glances and attempts to avoid eye contact at all costs. Not that their parents noticed the difference. They usually assumed the two of them weren't getting along anyway.

"So, Ben, got any plans for the summer?" Gwen's father asked about twenty minutes into the meal. The end of the school year was only about a month away, so Frank thought this would make for decent small talk.

Ben looked at him, his face blank with confusion. He glanced over at Gwen and made eye contact with her for the first time since she'd arrived, seeing she had the exact same look on her face. Ben glanced back at his uncle, and then at his own parents. "Aren't we gonna do another trip with Grandpa?" he asked.

"Really?" his father asked. Now it was the parents' turn to look confused.

"Yeah. Why not?" Ben asked, not understanding.

"Well, it's just…from what you've said, it sounded like your last trip wasn't quite everything you were hoping it would be," his mother explained. His father nodded, and so did Gwen's parents.

Ben and Gwen figured it out at the same time. Since they couldn't tell their parents they'd been fighting aliens and supervillains all summer, they'd avoided talking about the trip as much as possible all year. And whenever their parents had asked them about it, they'd always deflected the questions by complaining about each other. Ben had said things like ' _I thought it would be great, but then the Dweeb had to show up and ruin it,'_ and Gwen, too, had said her share of ' _Have you ever had to share a room with the Doofus for three months? Not exactly my idea of a vacation.'_

"It…It wasn't _that_ bad," Ben admitted.

"Yeah," Gwen chimed in. "There were some fun parts. I wouldn't mind giving it another try."

"Well, I don't know," Ben's father spoke. "We haven't discussed it with your grandpa at all. He might not have time to plan out a whole summer trip again."

"Please!" Gwen pleaded, realizing immediately that she'd said it way too desperately. "It…It…"

"It would mean a lot to Grandpa," Ben stepped in.

"Yeah," Gwen agreed. "He _loved_ spending the summer with us. I'm sure he could have another trip planned in a day or two if you asked him."

Their parents glanced around at each other, shrugging their confusion and nodding their approval.

"Well, alright," Gwen's father agreed. "We'll give him a call tomorrow and see if he's up for it."

"Thank you," Ben and Gwen said in unison. They shared a glance, their eyes plainly showing their relief. Then they remembered they were still supposed to be in a fight, and looked away in embarrassment.


	5. June-August, Year 1

**June, Year 1**

Gwen had never seen a more perfect summer day. The sun was shining without a cloud in the sky. It was warm, but with a gentle breeze. She sat on the curb beside Ben, eating a strawberry ice cream cone while Ben enjoyed a chocolate one. They chatted about nothing in particular, but everything seemed funny for some reason. The crisp, summer air was filled with the sounds of their pleasant laughter.

Unexpectedly, Gwen heard a faint beeping sound. Confused, she looked around, trying to find its source. Ben was continued to talk to her, still happily eating his ice cream, not reacting to what she was doing at all. The beeping got a little louder.

"Ben, what's that sound?" Gwen asked.

"What?" Ben still seemed unfazed. "Oh, it's nothing." He took another lick of his ice cream.

"What do you mean it's-"

Suddenly, everything shifted. In an instant, most of Ben's ice cream had disappeared, and he took the last bite. The beeping was much louder and more frequent. Gwen looked at the Omnitrix and saw it blinking red like an alarm.

"Ben, the watch!" Gwen shouted.

"Don't worry about it," Ben said in a laid-back tone. He stood up and stretched, his arm bending with the Omnitrix right next to his ear. It was like he couldn't even hear it. He started walking down the sidewalk away from Gwen.

The beeping was almost deafening now. Even as Ben moved farther away from Gwen, it sounded like the Omnitrix was right next to her.

"Ben!" Gwen stood up. "Ben, you're in danger!" She tried to follow him, but the sidewalk morphed before her. It stretched out, moving Ben and Gwen farther from each other.

"BEN!" Gwen shouted over the beeping. "Ben, please! You need to do something! You need to get help!"

Ben stopped walking and turned back around to look at her. He smiled, lifting his left hand and waving. He was seemed completely oblivious to the urgency in Gwen's shouting. Gwen watched the blinking red light on the Omnitrix blink faster and faster. Eventually it emitted one continuous beep, and the Omnitrix exploded.

Gwen woke up.

 _Ben!_

She looked around the room frantically, hyperventilating and in a cold sweat. She saw only the darkness of her bedroom, partially illuminated by the moonlight streaming through her cracked window. Finally realizing it was just a dream, she pulled her legs in and wrapped her arms around them, curling up into a ball and pressing her face into her knees. She began to cry.

She knew what that dream was about. This wasn't the first time she'd had it. She'd had similar dreams almost every night for about a week after one of their last adventures of their first summer trip. The way she felt in the dream was _exactly_ how she'd felt for several days straight while the Omnitrix's self-destruct sequence was active. They'd come so close to losing him, and there was so little she could do the whole time. It was the scariest, most stressful experience of her short life. And she'd put on a tough exterior throughout the entire ordeal, acting like she wasn't worried in the slightest. It was exhausting.

So she cried. She took all the stress and frustration she'd bottled up back then and finally let it out. She didn't care about her dumb fight with Ben anymore. It was pointless compared to everything they'd been through together.

* * *

The next day, Ben and Gwen were loading their stuff into the Rust Bucket, which was parked in front of Ben's house. Their parents and their grandfather stood on the front lawn discussing Max's plans for the summer.

As Ben moved his stuff on board, he saw Gwen was completely stone-faced. She wasn't looking at him or talking to him at all either. At this point, it had been a few months since they'd had their fight. Ben was ready to just forget it entirely, but judging from the way Gwen was acting, he figured she was still mad at him. So, he said nothing to her either, taking it as another challenge.

After talking for a little bit, Ben's parents invited Gwen's parents and Max inside for some coffee before Max hit the road. Ben watched them follow his parents into the house. As soon as they were out of sight, Gwen practically tackled him with a hug.

"Hey! Wha-" Ben was startled, and at first he thought she was attacking him. Then he saw the way she pressed her face into his shoulder. He let her stay there for a few seconds until she pulled away and walked off. She simply grabbed another bag to bring into the Rust Bucket, going back to avoiding him like she'd been a moment ago. "What was that for?" Ben asked, sounding confused rather than angry.

"Shut up," Gwen said, but there wasn't any real anger in her voice. Ben also heard her sniffle, but he figured it was just allergies or something.

Ben was too dumbfounded to move for a moment. He watched Gwen climb the steps into the Rust Bucket, holding some of his luggage in front of him.

 _What was that?_

When Gwen came back outside, Ben didn't know what to do. He was about to ask her about it again, but she didn't seem very approachable at the moment.

 _And is she mad at me now or something?_

Ben shook his head, deciding to ignore his cousin's strange behavior for now. He went back to loading his belongings into the Rust Bucket.

Ten minutes later, after everyone had said their goodbyes, the Rust Bucket pulled away from Ben's house. Their second summer had officially begun.

With Max driving, Ben was lounging in his seat at the table, ready to relax for a while. But then he felt a tug on his sleeve. "Hey-" he began to complain, but saw Gwen holding her finger up to her lips, signaling for him to be quiet. She pulled on his sleeve again and he stood up. She led him into their room in the back of the Rust Bucket and shut the door. "What do you want?" Ben asked cautiously, not sure why she was being so secretive.

Gwen looked worried about something, like she was about to break some bad news to him. "...I need you to do something for me." Gwen sounded serious. Ben stared at her. She seemed to have his full attention, so she continued. "This summer…could you just…be a little more...careful? Please?" Gwen's voice implied nothing but genuine concern.

Ben appeared to be thinking about it for a few moments. All of this had caught him completely off guard. Less than half an hour ago, he thought Gwen was still mad at him. But then there was that hug, and now this.

 _I'll never understand how this girl's mind works._

"I...I'll…" Ben struggled to find a response. "I'll try," he said uncertainly.

Ever so slightly, Gwen's lips curled into a grateful little smile. She nodded without saying anything.

Ben suddenly reached out and flicked Gwen's forehead with his finger.

" _Ow!_ Hey!" Gwen complained.

"Doesn't mean I gotta be careful with you, though!" After making that declaration, Ben turned and left the room.

Gwen glared at the back of his head as he walked away. She sighed, her expression softening into a smile.

 _It's good to be back._

* * *

A few days into their second summer trip.

Max was up front driving the Rust Bucket, while his grandkids were sitting further back. As he drove, he listened to the two of them bicker.

"You are _so_ wrong."  
"No, you are."  
"Am not."  
"Are too."  
"Am not!"  
"Are _too!_ "

Max sighed.

 _I guess some things never change._

They were like this all last summer, and they'd been at it again this summer as soon as they were on the road, as far as Max could tell. Max wasn't even sure what their latest argument was about, although it would be generous to call it an argument as it was mostly just contradiction at this point. But he got a little worried when Gwen stormed away from Ben and joined him at the front of the Rust Bucket, sitting in the passenger seat to his right.

 _Oh boy. She's probably upset._

Being careful not to take his eyes off the road for too long, Max glanced over at Gwen. He was surprised by what he saw. He'd been expecting her to be scowling with that ' _I'm going to kill my cousin'_ look in her eyes. Instead, she was smiling. She stretched and laid back in her seat, getting comfortable. She looked much more relaxed than she had when Max had come to pick her and Ben up for the trip. He still wondered exactly why she seemed so tense at the time.

After returning his attention to the road, Max chanced another distraction and looked in the rear view mirror to check on Ben. He was lounging at the table playing video games. He looked like he was having fun too. Nothing at all suggested he'd just had a fight with his cousin.

"Everything alright, pumpkin?" Max asked Gwen, slightly puzzled.

"Mhmm," Gwen nodded in the affirmative, still smiling contentedly.

"You sure? It sounded like you and Ben were really going at it a moment ago," Max said.

Gwen turned, head tilted and eyebrow raised in confusion. She looked back towards Ben, then back at her grandfather. "What, that? It's no big," she said, shrugging it off. She pulled out a book and started reading.

Max stared at the road ahead of him.

 _I'll never understand these kids._

* * *

It was a little less than a week before Ben, Gwen, and Max had their first alien encounter of the summer.

They'd been driving over a bridge into the city they were planning to visit next. A huge traffic jam came out of nowhere, bringing them to a halt. Max figured it was just bad traffic, but then he saw smoke on the other end of the bridge. It wasn't long before people fleeing on foot started running by.

"What's going on, Grandpa?" Gwen asked, noticing the commotion as well.

"I'm not sure. We'd better check it out," Max replied.

Gwen glanced at Ben. He was smiling, excited. He'd been looking forward to this. He'd only had two good chances to go hero in the past year, and it just hadn't been enough for him. Gwen gave him a nervous look, hoping to nonverbally remind him of his promise to be careful.

The three of them exited the Rust Bucket together. Max managed to stop somebody who was running away long enough to discover there were two large orange monsters rampaging across the bridge. There were about a hundred aliens that could fit that description, so they decided to make their way through the pileup of cars and check it out for themselves.

They knew they were getting closer when the screams and other chaotic noises got louder. Gwen climbed on top of a car and hopped up onto an overturned bus to get a better view. She got a good look at the aliens. Two giant vulpimancers, roaring and tossing cars out of the way as they ran around like wild animals. "Wildmutts!" Gwen shouted to Ben and Grandpa.

Ben was struggling to make it onto the bus that Gwen was standing on. She reached out her hand to help pull him up. He took it. On top of the bus, Ben took a look at the aliens. He smirked with that cocky smile Gwen had grown so used to seeing. "Heh, I'll show these fleabags a Wildmutt." He adjusted the dial on the Omnitrix. Once Wildmutt was selected, he held up his hand, ready to bring it down. Before he did, he turned to Gwen. She didn't look as excited as he felt, but he spoke to her nonetheless. "You ready, Dweeb?"

Gwen sighed. "More ready than you'll ever be, Doofus," Gwen said. She raised her hands and a magical bluish glow surrounded them.

Just before they leapt into action, Ben slammed his hand down on the Omnitrix. "It's hero time!"

* * *

 **July, Year 1**

Ben awoke feeling very comfortable. He didn't really understand why, but sleeping in the Rust Bucket felt even better than sleeping in his bed at home. From beneath him, he heard the gentle sounds of Gwen's breathing as she slept. That's definitely something he didn't have at home. Ben thought back to their first few nights in the Rust Bucket together. Hearing any noise from Gwen at all was like nails on a chalkboard to him back then. Now, it didn't bother him at all. He actually found it rather soothing to hear her. He hadn't realized it at the time, but Ben had trouble getting to sleep his first few nights back home after their first summer trip, likely due to the absence of these now-familiar surroundings.

It wasn't often that Ben woke up before Gwen did, but he knew from past experiences that it would wake her up if he were to climb down from the top bunk. Deciding to be nice for a change, Ben lay in bed for a bit longer instead of getting up immediately. He thought about how this summer had been going. So far, it had been everything he'd hoped for. The adventure, the aliens, the hero-ing. Just yesterday, they'd fought some giant mutant alligator monsters in the Everglades. Before that, they'd been in Atlanta where they evicted some alien fish that had been swimming around in the cola vats of a soda bottling plant, which definitely would've been bad news for Ben and his fellow soda drinkers of the world. And before that, they'd run into a group of tetramands who were huge fans of Four Arms, leading to one hell of an arm wrestling competition. They had an encounter with some rogue magicians too, and Gwen got to use Charmcaster's spellbook against them. So much had happened so quickly, and Ben was loving every minute of it.

This past month, Ben hadn't really felt angry anymore. It had been a long time since his last forced guidance counselor appointment, but even with all of those, he'd still spent a good deal of the last year being angry. And when he wasn't angry, he was stressed or, more commonly, just plain bored. But not anymore. Setting foot in the Rust Bucket again had just melted all of his anger and boredom away. He was in his element, and he was finally having fun again.

Even fighting with Gwen on a regular basis again seemed to put him at ease. The two of them took every opportunity they could to try out new ways of calling each other names. They never held back on calling the other out when they were being stubborn or irritating. And the practical jokes never stopped. Max had been stepping in to stop them from fighting less and less. He often heard them trading insults, then looked to see they were smiling as they did so. It confused him, but he found it amusing. He even surprised the two of them a few times by laughing at some of their more clever insults.

Ben smiled contentedly as he relaxed in the top bunk. Everything was finally right with the world again. He drifted back to sleep.

* * *

Later in the day, everyone was up. Max was driving, Ben was sitting in the passenger seat, and Gwen was sitting by the table reading a book.

"So Ben, you still having trouble getting the Omnitrix to listen to you?" Max asked Ben all of a sudden.

Ben looked at him a little confused. "I've kinda gotten the hang of it. It still does whatever it wants now and then though. Why?"

"Well, that last encounter in the Everglades, I thought for sure you were going to use Wildvine, but you changed into Cannonbolt instead," Max explained.

Gwen, overhearing their conversation, shuddered at the mention of Wildvine. When they'd gone to the planet Xenon last year to look for Azmuth, she'd almost been eaten by one of the florauna that had infested Azmuth's base.

Ben seemed to have gotten nervous too. Stumbling over his words, he managed to stutter out a lame explanation for why he chose Cannonbolt instead. He glanced at Gwen, but quickly turned away again and looked at the floor, his face turning red like he was ashamed of something.

 _What's that about?_

Gwen could tell he was obviously acting weird for some reason. She thought about it for a second. Between all their adventures so far this summer, plus the two they'd had during the year, she'd seen Ben use most of his aliens. She listed them in her head, and counted 17. He'd used all the aliens he had in the Omnitrix except two: Way Big, which was usually wildly impractical, and Wildvine.

 _That's weird_. _It's like he's not using it on purpose._

The way Ben reacted to their grandfather asking him about it made it all the stranger.

 _Is it because..._

Gwen wondered if Ben had been avoiding Wildvine for her benefit. Maybe he didn't want to force her to remember her near-death experience. Or maybe he hated being reminded of the monsters that he thought had killed his cousin.

Gwen thought back to when the two of them had been reunited after Gluto had saved her from the florauna. Right in the middle of a war zone, Ben had ran up to her and hugged her tight, crying tears of joy into her shoulder. She hadn't really had time to process his reaction at the time. They'd been separated for quite a while at the point, and that whole time he had to have thought she was dead.

 _That must've been awful for him..._

Gwen stared at the back of Ben's head with a look of sympathy on her face. As if sensing her gaze, Ben turned to look at her. They made eye contact. Gwen smiled reassuringly, trying to tell him ' _It's okay_.' Ben returned a wary smile, although Gwen couldn't be sure if he got the message or not.

* * *

The sound of Ben's laughter caused Gwen to look up from her laptop. He was watching something on his phone with his earbuds in. Ordinarily, Gwen would've found this annoying, but today she was just curious about what he was watching.

"What's so funny?" Gwen asked.

Ben glanced up from his phone. He barely heard her, so he pulled his earbuds out. "You gotta check this out." Ben stood up and slid out of the booth, coming around the table to slide in next to Gwen.

"Hey!" Gwen complained.

"Scoot over," Ben said when he bumped into her.

Gwen acquiesced, moving over to let Ben in on her side of the table. She thought he'd show her his phone, but instead he put his hands on her laptop's keyboard and started typing.

"Why yes, Ben. You may borrow my laptop," Gwen said sarcastically, a little annoyed he did so without asking.

"Whatever, Dweeb. Here, look!"

Ben had pulled up a video. Apparently, during one of his last hero outings, a bystander had managed to capture some footage of Diamondhead easily beating up some smaller aliens, confidently cracking jokes as he did. Now the video was going viral.

"Isn't that awesome?" Ben asked.

Gwen smirked. "You just _had_ to spout those lame action movie one-liners, didn't you?"

"All the Diamondhead fans are loving it. He's one of my most popular aliens right now! Oh man, I _definitely_ need to use him again next time we fight crime in Bellwood."

Gwen furrowed her brow. "Why?"

"Because I want all the cool aliens to get spotted in our town! It'll make it so much less boring if our town was famous for being an alien hero hangout," Ben explained.

Gwen laughed. "You trying to make us the next Roswell?"

"Yeah, but like, with superheroes!"

Ben seemed rather happy, but since he'd brought up their hero-ing in Bellwood, it reminded Gwen of something.

 _I never apologized._

Back when she'd told their grandfather that they were using the Omnitrix and her magic to fight crime again, Ben had said some pretty mean things to her. She was long over it though. Now she just felt bad for her part in it. She'd broken her promise, and that wasn't something to gloss over. Ben didn't seem to mind at all. So far, they'd been getting along surprisingly well this trip. But if he was so willing to forgive her, then that was all the more reason she felt she should apologize.

Gwen tapped Ben on the shoulder.

"Hmm?" he asked, looking up from the computer screen.

Gwen glanced at their grandfather, who was up front driving. Then she pointed to their bedroom, indicating that she'd rather talk in private.

Ben looked confused, not knowing what this was about. But he nodded nonetheless, sliding out of the booth. Gwen followed him. Together, they walked to their room and shut the door behind them.

"What is it?" Ben asked, wondering what she wanted to hide from Max.

Standing in front of Ben in the middle of the room, Gwen nervously rubbed her hands together. It was kind of awkward to give an apology so long after the fact, but if Ben could do it, so could she. "Remember that time you played a prank on me at Christmas? And, well, you were nice enough to apologize for it later. So, I...I guess now _I_ owe _you_ an apology," she admitted.

Ben still seemed confused. "For what?"

Gwen took a deep breath. "I'm sorry I told Grandpa that we were doing hero stuff in Belwood. I shouldn't have done that," she said. "Well, I mean, I _should_ have told Grandpa, since it was the right thing to do. But I shouldn't have promised not to, and then broken that promise. That was wrong. Do you know what I mean?" Gwen realized she was over-explaining and rambling.

"Yeah, yeah, I get it," Ben said, holding up his hands. "And, you know, it's fine. It's no big deal."

Gwen nodded. She could tell Ben was finding this as awkward as she did, but she was relieved to get that off her chest and to know he'd forgiven her.

"Even?" Gwen asked.

"Even," Ben agreed.

Gwen nodded again. "Okay. Good. Great!" She smiled and walked to the door.

Ben followed Gwen back into the Rust Bucket's main area. They sat back down at the table. Gwen went back to her laptop and Ben went back to his phone without another word to each other.

As he browsed the internet, Ben occasionally stole glances at Gwen. It felt strange for Gwen to pull him away for a serious talk like that and then just act like nothing happened. But Gwen's apology stay on Ben's mind.

 _Something different about her._

While the two of them weren't at each other's throats 100% of the time last summer, they definitely fought a lot more back then than they did now. Even the fights they'd had recently weren't even real fights. And while getting a random hug or an apology from Gwen wasn't completely new either, something definitely seemed different about Gwen's overall attitude towards him.

"...Hey Gwen," Ben said, getting her attention.

"Hmm?" Gwen looked at him cautiously, worried her apology might have opened old wounds or something.

"When we get to the next city, what do you wanna do first?" Ben asked.

Gwen seemed suspicious. "What do you mean?"

"I don't know. Like, a museum? Or, you know, something like that?"

"...You're letting _me_ choose what we do first?"

"Yeah, I guess."

"You _never_ let me choose."

"Look, do you wanna pick something or not?" Ben asked, a little annoyed.

Gwen smiled. "Well…" She got up and came around to Ben's side of the table, pulling her laptop over with her. She pulled up the city's tourism site. "They actually have a _really_ cool looking science museum. It has an IMAX theater, a space shuttle flight simulator, and this season they have an exhibit on Ancient Egypt…"

 _Oh my god._

Ben chuckled quietly as Gwen launched into her nerdy spiel, resting his chin on his hand to watch her computer screen.

 _This oughta be good..._

* * *

 **August, Year 1**

It was a lazy Sunday.

Max had gone out to get some supplies, leaving Ben and Gwen alone in the Rust Bucket. The two of them sat in the booth around the table in the motor home's midsection. Gwen was reading yet another book, while Ben was playing a video game on a handheld console.

Days like this weren't exciting like the days they got to fight aliens and supervillains, but Ben and Gwen still enjoyed them. Gwen certainly enjoyed them more than Ben did though. It was relaxing to just be able to sit around and do whatever they felt like, not having to worry about anything. And not that they ever said anything about it, but they enjoyed just hanging out together too.

In fact, they'd recently started sitting together on the same side of the booth, even when their grandfather wasn't there and they could have each taken a side for themselves. Neither said a word about it, they just started doing so one day and it just sort of stuck.

As Gwen leafed through her book, she suddenly felt Ben pushing his back into her side, like she was the back of a sofa chair. He was using her to prop himself up as he leaned back to play his video game.

"Um, excuse me? Just what the heck do you think you're doing?" Gwen asked, mildly irritated.

Ben laughed. "You make a good backrest," he said, not moving from his position at all.

Gwen sighed and went back to reading. After a minute, Ben interrupted her again. "That's it?"

"What's it?" Gwen asked.

"I didn't think you'd actually _let_ me. Lean on you like this, I mean," Ben explained.

Gwen blushed. She realized she'd given in too easily. "Do you want to move?" she asked.

"Well," Ben thought for a second. He wiggled around a bit, getting more comfortable. "It's actually pretty comfy," he said.

"Whatever," was all Gwen said. It wasn't actually that bothersome. She could tell Ben wanted her to fight him over this or something, but she wasn't really in the mood to get competitive with him.

They continued to read and play games in that position for a while, as if it were no different from how they'd been sitting beforehand. As she read, Gwen started feeling a little thirsty. She considered getting up to get a glass of water, but she knew that would force Ben to give up his backrest. For some reason that made her decide not to get up. Likewise, Ben was getting kinda hungry. He wanted to get up to go get a snack, but he was too comfortable to move.

After a while of this, they both started to get tired. Ben turned off his game and put it down on the table. He blinked a few times, his eyelids feeling heavy.

 _Maybe I'll just…_

Ben twisted his body a little so he could lie down. Without even thinking about what he was doing, his head ended up resting in Gwen's lap. He vaguely noticed, but he was feeling too sleepy for it to really register with him.

Gwen was still absorbed in her book, so she didn't really notice Ben's shift of position either. She did feel relieved to have the extra weight mostly off of her, and used the opportunity to stretch a bit as she read.

Unconsciously, Gwen put her hand on Ben's head and started slowly running her hand through his hair. It felt like petting a cat, something Gwen hadn't done in a long time. After a moment, she realized what she was actually doing. Embarrassed for herself, she pulled her hand back, hovering it up in the air as she looked down. Ben had fallen asleep. She was about to shake him awake and tell him to quit invading her personal space, but she decided she didn't want to disturb him while he slept.

 _He's been in danger a lot lately. He needs his rest._

Despite constantly putting himself in harm's way yet again this summer, Gwen noticed he'd also been fulfilling his promise to be careful at the same time. He'd gotten a lot better at accepting her help when fighting a bad guy, he was willing to step back and let the police handle smaller matters, and he actually _listened_ when she made a plan for them. So Gwen felt he deserved a little extra consideration.

She went back to reading, and after a short while, she started stroking Ben's hair unconsciously again. But this time, she didn't stop herself when she realized it. It was soothing to her for some reason. Before long, she was drifting off to sleep too.

 _Guess I need this too..._

The sound of a door slamming open woke them both up some time later.

 _Grandpa's home!_

As fast as he could, Ben sat up and scooted away from Gwen. Gwen scooted away from him too, grabbing her book so she could pretend she was reading it. As they pretended to be busy, they faced away from each other, red in the face and wide awake despite having just been asleep.

"I'm back!" Max greeted them jovially as he carried the supplies inside.

"H-Hey, Grandpa," Ben said, his voice cracking.

"Welcome back!" Gwen said, her tone not matching the look on her face in the slightest.

They were trying to act natural when they responded, but inside they were freaking out.

Max finished putting the supplies away, then got a good look at his grandkids for the first time since stepping inside the Rust Bucket.

"...Is everything alright, kids?" Max asked. Something was clearly going on.

"Totally."

"We're fine."

Ben kept his eyes on his game and Gwen didn't look away from her book.

Max studied them for a moment. Their behavior was undoubtedly strange, but he thought he knew what the cause of it was.

 _Guess they were fighting again. Must've been pretty serious this time._

Max felt he should say something, but seeing as they seemed to be handling things in their own way, he decided to leave them be this time. He yawned, stretching his arms. "Well, it's been a long day. I'm heading to bed. Don't stay up too late, now."

"Okay."

"'Night, Grandpa."

Max furrowed his brow at their stiff responses. He shook his head as he walked away. Even after Max had left the room, Ben and Gwen continued to pretend to be busy.

Gwen thought back to the time she and Ben had fallen asleep together on her bed. It would've been embarrassing, but she lucked out since she woke up first and neither Ben nor their parents noticed what had happened. This time was different though. Max didn't seem to have noticed, but she and Ben had woken up at the same time.

 _He knows._

He'd lied down in her lap, and she'd let him, and they'd fallen asleep like that. Together. This was a million times worse than last time.

"I, um, I think I'm gonna go to bed too," Gwen said in a quiet voice. She stood up and managed to force herself to look at Ben for the first time since they'd woken up.

 _At least he looks as embarrassed as I feel._

"Okay. 'Night," Ben said, turning to glance at her for a second before averting his eyes again. He felt like going to bed for the night too, but he decided to wait a little bit. The two of them needed some space for a bit.

 _What the hell was I thinking?_

Ben scolded himself for lying on Gwen in the first place.

Neither of them could remember the last time they'd felt this awkward around each other.

* * *

The next morning, Gwen awoke before Ben did, as usual. She'd been having a rather pleasant dream, so she was in a good mood when she opened her eyes. But as she stared up at the bunk bed above her, memories of last night came flooding back to her.

 _Uh-oh._

Gwen covered her face with her hands and groaned quietly to herself, cringing at the thought of her and Ben falling asleep on each other. Again. That was gonna take some time to forget. After a moment of self-pity, Gwen sat up and stepped out of bed. As she tiptoed across the small room to the door, she heard a snore from behind her. She tensed up and turned around. Ben was still asleep. Gwen wondered what he'd say when he woke up.

 _Is he going to care?_

In the main room of the Rust Bucket, Gwen found that Max was already awake.

"Good morning, sleepyhead," Max greeted his granddaughter.

"Good morning, Grandpa," Gwen said politely.

"I was just about to make some breakfast." Max took a cooking pan out of the cupboard and placed it on the counter next to a bowl filled with wriggling...somethings.

"Uh...No thank you. I'll just have some cereal." Gwen grimaced, eager to avoid more of her grandfather's cooking.

"Okay, then. More for me," Max said obliviously.

After pouring milk into her cereal bowl, Gwen took her seat at the table and began to peruse the internet on her laptop as she ate. For a while, the only sounds in the room were Gwen's chewing and Max's humming as he cooked.

Gwen froze mid-chew when the bedroom door opened and Ben wandered out. His eyelids were half-shut and his bedhead was even worse than usual. Gwen's eyes followed him cautiously as he walked across the floor.

"Well, good morning, Ben," Max greeted him warmly.

"'Mornin'," Ben mumbled, still half asleep.

"Want some?" Max offered, gesturing to the food he was making.

Ben shook his head, apparently awake enough to know that was a bad idea. Instead, he grabbed a bowl of cereal like Gwen did and went to sit down across from her. Gwen was nervous, but Ben didn't seem to mind her presence at all.

"Hey," Gwen said to test the waters.

"Mm," Ben grunted in response, chewing his cereal.

Gwen furrowed her brow.

 _Does he not even remember?_

While Gwen had been worried that things would be weird between them after last night, Ben didn't seemed to be bothered by it at all. She wasn't quite sure what to make of this.

 _Maybe he's just not fully awake yet._

Ben was definitely still tired. She decided to wait until after breakfast to speak to him again. If he was going to freak out like she was, he'd do it when he could formulate complete thoughts. So the two of them sat across from each other, eating in silence. Gwen pretended to be focused on her laptop screen, but all she was doing was scrolling up and down.

The sound of a large bowl being placed on the table beside them caused them both to flinch in surprise.

"Sure you don't want any?" Max offered again, showing them a bowl filled with disgusting colors and more signs of life than there should be in food.

"Eugh, _gross!_ " Ben said, retreating to the far end of the booth.

Gwen coughed and covered her nose. "Uh, no thanks, we're good. Really."

Max shrugged. "Suit yourselves." He walked away, taking the bowl with him.

Ben and Gwen shared a look.

 _That was a close one._

Then they laughed in relief.

"We gotta buy more cereal on the way back today," Ben said quietly.

"Totally," Gwen agreed.

Ben nodded. "What're you lookin' at?" Ben asked, pointing to Gwen's laptop with his spoon. "More museum stuff?"

"Uh, yeah! Just...planning out the day!" Gwen said, quickly opening up the museum webpage she'd showed him last night.

"Cool," Ben said, lifting his bowl to his lips to drink the remaining milk.

 _He really doesn't care._

Gwen breathed a sigh of relief. She was just being paranoid after all. The embarrassing moment from last night was long past, and Ben wasn't dwelling on it. It seemed she had no reason to either.

Ben laughed. "You're that excited, huh?"

"What?" Gwen asked, worried that her expression was giving away too much.

"Whatever, it's cool. I know you enjoy your nerd stuff, Dweeb," Ben said.

Gwen felt another wave of relief. He was just talking about the museum.

As far as Gwen was concerned, they were still on good terms like they had been before the incident last night. She reflected on how different this outcome seemed compared to last year. If the same thing had happened then, they probably would've spent all night yelling at each other, and then not said a word to each other the next day. But now, it was no big deal. Things were good between them.

And with the summer coming to a close in just a few weeks, it was starting to look like it might stay that way, perhaps even lasting into the school year. Gwen smiled to herself.

 _I hope so._


	6. September, Year 2 (Part 1)

**September, Year 2 (Part 1)**

The last day of their second summer.

Everyone was quiet on the drive home. Just like last year, Ben and Gwen were both dreading going back to their normal lives. To Ben, this summer had been just as exciting as the first. Action, adventure, cool sci-fi stuff, some new aliens for the Omnitrix, everything he'd come to know and love about summer with his grandfather. And Gwen, despite her reservations, enjoyed it immensely as well. Last year, they could only have imagined how boring it would be to give all that up and go back to being normal kids. This year was even worse, because they _knew_ what that was like.

It was a topic of conversation that they avoided like the plague. They had another year of boredom and plainness to look forward to, save for the occasional crime-stopping outing like they'd had a few times the previous year. But even if they were willing to talk about it, they would never truly admit the worst part to each other. Something they'd both come to realize after being reunited for another summer was that a big part of why the school year was so miserable to them now was because they didn't get to see each other nearly as much. For better or for worse, all the most notable events of their lives in the previous year had revolved around each other in some way.

Gwen sat in the booth across from Ben. As she pretended to be working on something on her laptop, she thought about the next time she was going to see Ben.

 _Probably won't be until our birthday in December, like last year._

That was three months from now. The thought made her sulk into her seat. She laughed bitterly to herself.

 _What am I, nuts? Who'd have thought I'd ever care about not seeing Ben for three months?_

Ben was having similar thoughts. He wasn't looking forward to more school, boredom, restricted Omnitrix usage, and anger issues. He looked up at Gwen, and thought about the previous year. The only times he hadn't had problems like that were when he was hanging out with her. Sure, he got mad at her a few times, but never the kind of anger he had at school. He didn't have any friends, but spending time with his cousin was never boring. And he didn't have to hide his aliens from her. The more he thought about it, the more determined he became to make this year different from the last year.

"Gwen," Ben spoke.

"Hmm?" Gwen looked up from her laptop.

"Uh," Ben began, but he had no idea what to say. Everyone always told him he acted without thinking too much. He probably should've decided what he wanted to tell her first. "Listen, I've been thinking," he continued.

"That's a first," Gwen quipped, giving Ben a smirk.

Ben laughed a little, acknowledging that she got him. "Uhh...What do you do during the school year?" he asked. He figured that might be a good way to start.

Gwen's eyes widened. She didn't feel like joking around anymore. That was kind of a strange question to ask, and the inflection in his voice made it sound like a set up for a more important follow-up question."Well, all sorts of things, of course! I still have my karate classes, I read almost as much as I do during the summer, and I'm part of my school's Science Olympiad team."

 _Would you like to join my karate class?_

Gwen thought the words so hard, but she fell just short of actually saying them.

"Oh, yeah. You've told me about that before," Ben said. "Uh, um…" Ben's train of thought was completely derailed. He had no idea what to say next. In his head it was simple:

 _Wanna hang out sometime?_

But somehow, Ben was unable to translate that into speech. And after hearing Gwen's answer, a million other thoughts were racing through his head.

 _Did she even care about not seeing me much last year? She's got all kinds of school and club things going on. She probably wasn't the least bit bored without me. She probably didn't even think about me._

On top of that, Ben just wasn't good at this sort of thing. It usually takes all kinds of convincing just to get him to tell Gwen she did a good job, or to get him to tell his parents he loves them. Admitting to Gwen that he'd miss her required him to swallow his pride more than he could bear.

Panicked and not knowing what to say, Ben fell back to the oldest move in his book: making fun of Gwen. "Sounds a lot like my year, except without all the nerd stuff."

Gwen felt her heart sink.

 _Of course he doesn't really care._

Halfheartedly, she chuckled at Ben's joke, trying not to show how much it bothered her.

 _Why would he care? He's Ben._

Thoroughly disheartened, Gwen returned to her laptop. But she couldn't focus on anything. She was mad at Ben now, but she couldn't tell him that. Gwen had just as much pride as Ben did, if not more. Admitting that she wanted to spend more time with him wasn't any easier for her, especially now that she was convinced he didn't feel the same way she did.

 _How could I be so stupid?_

Gwen scolded herself. She decided to get up and go sit in the passenger seat next to Max instead. She didn't want to be near Ben right now.

Ben instantly regretted what he'd said as soon as the words left his mouth. But there was no going back now. He crossed his arms on the table in front of him and laid his head face down on them.

 _Why do I always screw things up?_

* * *

When they arrived at Ben's house, his parents were waiting for them just like they had been last year. Ben, Gwen, and Max came out of the Rust Bucket to meet them. They all had a good time catching up for a bit, telling stories about what they'd been up to, although anything about aliens and magic had to be left out once again. Despite their earlier moods, even Ben and Gwen seemed to be cheery as they made subtle references to things that went over Ben's parents' heads.

But Max had to take Gwen back to her house next. It was easy enough for most of them to say their goodbyes, but then Ben and Gwen locked eyes as Max climbed back into the Rust Bucket and Ben's parents turned to walk back into the house.

 _This is it. Last chance._

Roughly the same thought crossed both their minds.

 _If I don't say anything now, who knows how long it will be before I get another chance?_

The two of them smiled awkwardly. Ben itched the back of his neck and looked to the side slightly, while Gwen rubbed her arm with her other hand and stared forward.

"Look, I-"  
"Hey, uh-"

They both tried to say something at the same time. They laughed it off, but things didn't get any less awkward.

"So, uh, I guess I'll see you…" Gwen trailed off.

 _She's giving me an opening._

Ben realized it, but just as before, he knew what he wanted, but he just couldn't say it. "Whenever," was all he managed to say, hoping he didn't sound too indifferent.

Gwen nodded.

 _Whenever? What does that mean?_

She turned and stepped up into the Rust Bucket, then waved goodbye to Ben as she closed the door behind her. He held up his hand to return the gesture.

Remembering what happened when they said goodbye to each other last year, Gwen went to the back of the Rust Bucket and pushed the curtains aside. Just as she thought, Ben was still there on the sidewalk. She gave him a smile and a nod, like he'd given her last year. But just as she did, Ben turned to walk away. Gwen frowned. He hadn't even seen her.

* * *

That night, Gwen lay awake in her bed. No matter how hard she tried, she just couldn't get this situation with Ben out of her head. She replayed the memory of the day's events over and over again. On the surface, it didn't even seem like there was anything that should be upsetting her. They didn't have a fight. They didn't have a disagreement. Neither of them had screwed up anything important. The only thing that happened was the summer ended.

 _Why did Ben have to do this?_

Ben hadn't done much. He failed to invite her to hang out during the school year. He gave a pretty lame goodbye. That's it. She did the same, anyway. And he's done a lot worse than that in the past.

 _Ben doesn't care about not seeing me._

She'd thought he did when he started talking about the rest of the year in the Rust Bucket on the drive home. But he only did so to make a joke out of it.

 _That's what this is to him. It's all a big joke._

Gwen was dreading the coming year. Compared to their summers, last year had been awful. And by now, Gwen had decided she was mature enough to admit to herself what the real reason was. It was because Ben wasn't around all the time like he was during the summer. The few times she'd gotten to see him last year had turned out to be her favorite parts of the year, except when he did things like play that prank on him.

But obviously Ben felt different. He hated the school year too, but that's because he hated school. And because of the Omnitrix. He loved that thing. He loved turning into aliens and being a hero, and he hated having to give that up. That's why he loved summer so much now, and why he enjoyed their few nights of crime fighting in Bellwood. The watch made him happy, Gwen didn't.

Gwen sniffed and wiped a tear from her cheek. She hadn't realized she'd started crying.

 _Why am I even upset? Why am I even surprised? It's Ben. We don't get along, not like that. We never have._

Gwen thought back to a little before their first summer together. They were horrible to each other back then. Things were definitely better between them now, but she wondered how much had really changed. He's still Ben, and she's still Gwen.

 _Maybe I'm the idiot for expecting anything to be different this time._

Gwen hardened her expression, staring up at the dark ceiling and biting back any further tears.

 _No._ _I can't accept that. I'm going to do something._

* * *

Monday.

Ben's first impression of middle school was that it wasn't any better than elementary school. All the same jerks were here, including J.T. and Cash. His new teachers were the same general spread of boring and uptight. The cafeteria food still sucked. The only difference was the building.

On the first day, Ben kept his head down for the most part. He had a reputation with the teachers at his last school, and with any luck he could avoid that this year. He definitely didn't want any more anger management counseling or whatever those guidance counselor meetings were supposed to be. But even when he was trying not to draw attention to himself, his teachers kept giving him weird looks all day. He figured he must look pissed off at something because he certainly wasn't feeling happy.

Back at home, Ben didn't feel like doing anything. He kept thinking about yesterday. The way he saw it, if there had been any chance of seeing Gwen again any time soon, that chance was gone. All because he screwed it up yesterday, _twice._ He hadn't stopped mentally kicking himself since.

 _Maybe I should call her._

He took out his phone and stared at it, having a brief moment of deja vu. But it wasn't any different than seeing her face to face. He knew it would be so easy to say what he wanted to say, but he just couldn't bring himself to do it.

 _She probably wouldn't wanna talk to me anyways._

That's how he rationalized it as he put his phone down on his desk. But he hadn't exactly given up yet. He sat in his chair and stared at his phone, trying to work up the nerve to do something.

Ben's hand was hovering over his phone when the sound of it buzzing startled him. He pulled his hand back, then immediately reached for it. He looked at the caller I.D. To his amazement, it was Gwen. He had a little mini heart attack as he tried to decide what to do. Hesitantly, he answered it. For a moment, he didn't say anything. He still didn't know what to say to her.

"…Uh, Ben? Are you there?" Gwen's voice came through the phone.

"Uh, yeah," Ben managed to say.

Ben heard Gwen make an annoyed sighing sound. "Can I get a 'hello,' Doofus?" she asked.

"Hello, doofus."

Gwen made that same annoyed sighing sound, but she knew she'd set herself up for that one. "Come over to my house tomorrow," she said. It wasn't an invitation or a request. The way she'd phrased it, it was more of a command.

Ben was stunned. She'd made it seem so simple, and he was taken aback by how suddenly she had come out with it. "What?" he asked.

"Come over to my house tomorrow," Gwen repeated, a little more forcefully this time.

"…Why?" Ben asked. He wasn't sure why he wasn't just immediately agreeing. It was what he wanted, after all.

"Remember that Sumo Slammers game you got for your birthday? Well my parents got it for me, and I want to play it with someone else," Gwen explained. That was all true. She just chose not to mention that she'd begged her parents for the game last year after they'd played it together, and now her parents had finally gotten it for her as a 'welcome home' present.

Ben figured he was just a last resort because none of Gwen's friends wanted to play the game with her. He wanted to say yes, but he didn't want to appear too eager. "Well, I don't know," Ben said. "I was planning on hanging out with some of my friends tomorrow." That was a complete lie. He didn't even have any friends.

"Oh," Gwen sounded genuinely disappointed. "Well, if you're busy-"

"Wait!" Ben interrupted, way too loudly and way too quickly. He panicked because he thought she was going to hang up. "Uh, I mean, it's no big deal. I can see them whenever. Sure, I can come over and kick your butt tomorrow."

"Great! You're one!" Gwen declared. "Later, Doofus."

"Later, Dweeb."

They hung up.

Ben slowly put his phone down. He felt different than he had all day. He'd been a little nervous talking to Gwen, but now that it was over and it had all gone well, he was feeling refreshed. It was like all the anger he'd had toward himself had suddenly evaporated. He got up from his desk chair and laid down on his bed. He sighed, closing his eyes and smiling.

* * *

Gwen was so happy. She felt so stupid for not doing that earlier. It was all due to a realization she'd had.

 _If I want something to happen, why wait for Ben to do it?_

Then Gwen realized she still had to ask her parents if Ben could come over tomorrow. This made her nervous for two reasons. One, they might say no, and then she'd have to awkwardly call Ben back and tell him that. And two, even though she was slowly becoming more open about wanting to get along with Ben, she still wasn't anywhere near prepared enough to start admitting that to anyone. Asking her parents if she could have Ben over would have them asking questions she didn't want to answer.

Bracing herself for awkwardness and disappointed, Gwen went downstairs to find her father. She was going to use her usual strategy for asking her parents for something: asking her father instead of her mother. Her father was always more likely to say yes, especially for matters involving the Tennyson side of the family.

She found her father downstairs in his study. "Daddy?" she said in the sweet little voice she used when asking for something.

"Yes, Gwen?" her father asked, turning in his chair to look at her.

"Um...could I have Ben over tomorrow?" she asked.

Frank Tennyson opened his eyes wide in surprise, then he smiled. "Well, isn't that nice!" he said.

Gwen sighed a little. She knew he was gonna be like this. "So, can I?" she insisted, hoping to cut short whatever her father was about to say.

"Well, I must say, this is highly unusual. Are you and Ben finally starting to get along?"

" _So_ not!" Gwen declared. "I just want to play that game you got me with someone else who knows how to play it," she said, using the same excuse she'd used with Ben.

"Why can't I play it with you?" Frank asked jokingly.

" _Daaad!_ " Gwen moaned.

Frank chuckled. "Alright, alright. You can have Ben over tomorrow," he said. From the way he was smiling, Gwen could tell he wasn't quite buying her excuse for wanting to invite him.

"Thanks, Daddy!" Gwen said excitedly, darting up to him to plant a kiss on his cheek before practically bouncing her way back up to her room.

* * *

Tuesday.

Ben wasn't so miserable on his second day of middle school. He kind of liked how much bigger the school was. His teachers didn't actually seem all that bad, and while they still treated him and all the other students like kids, they didn't treat them like _dumb_ kids the way his teachers had in elementary school. And J.T. and Cash weren't even in any of his classes. He saw the jerks at lunch and recess and in the halls, but they kind of avoided him. Ben figured they were scared of him. He was more than a little proud of that.

Even though his mood had improved since yesterday, he still spent the whole school day glancing at the clock. He couldn't wait for the day to be over. Every time he realized it, he told himself he just didn't want to be in school. Being excited to see his cousin seemed lame.

When the school day ended, Ben's mother was waiting to pick him up. He'd had to endure the same awkwardness Gwen had the day before when he asked his mother if he could go to Gwen's house. Sandra had been even more nosy about it than Frank had been.

"So, how was day two of your new school?" Ben's mother asked him as she drove.

"It…wasn't horrible," Ben admitted.

"Really? You did _go_ to classes today, right?" Sandra asked, only half-jokingly.

"Yes, _mom._ " Ben had anticipated that sort of response. People, especially adults in his family, always gave him a hard time whenever he admitted to liking something he usually hated. It bugged the hell out of him.

"Alright, just checking. So, what do like about it? What's different between elementary and middle school?" she asked. Ben explained some of the good things he'd been picking up on about his new school, which led to many follow up questions from his mother. As he talked, he even looked happy, especially as he began to tell the story of how he saw J.T. get in trouble for throwing food in the cafeteria.

Having only been in middle school for two days so far, it didn't take long for Ben to tell his mother just about everything. Once he was finished, she asked him about something else. "So, what are you and Gwen planning to do today?"

Ben's expression shifted. He looked annoyed. He'd already told his mother yesterday. "She just needed me to play a multiplayer game with her. That's it, okay?" Ben repeated the excuse he'd stolen from Gwen.

"Alright, honey, relax. I was just wondering." Sandra noticed Ben cross his arms and turn away from her a little. She didn't understand why her son hated talking about his cousin so much, especially this time since he was the one who'd asked if he could see her in the first place. It was confusing.

 _Are they getting along now, or aren't they?_

* * *

Gwen stood by the window near her front door. She kept switching between peeking outside to see if Ben was here yet and looking around the corner to see if her parents were coming into the room. She didn't want them to see how eager she was for Ben to get there.

When she finally saw her Aunt Sandra's car pulling up, she smiled, but managed to resist running over to the front door to let them in, even though she really felt the urge to do so. Instead, she ducked away from the window and waited for the doorbell to ring. She had planned to wait a moment after she heard it before heading to the door, but as soon as Sandra rang the doorbell, Gwen abandoned that plan and went to open the door immediately.

Standing on her front doorstep were her cousin and her aunt. She hadn't quite worked out the protocol for greeting them in this situation, so she quickly greeted her aunt first.

"Hi, Aunt Sandra!" Then she turned to Ben, letting her smile linger. "Hey," she said simply to her cousin. She took a step back and to the side, pushing the door open further, and said "Come on in."

Ben nodded and stepped inside.

"Oh, I'd love to, but I really need to get going," Sandra said to Gwen. "I'll be back to pick up Ben later tonight."

"Okay. Thanks for giving him a ride!" Gwen said politely before Sandra left. Then she closed the door. Looking around, she didn't see Ben, so she walked into the next room. Ben was standing in her family room, looking around lazily.

Ben felt weird being in Gwen's house. He hadn't been there in six months, and that was only because his parents wanted to have dinner with her family. Ben and Gwen _never_ invited each other over to their houses. It just didn't happen. And yet, here he was, in Gwen's house, by her invitation.

"Hey," Gwen said again, getting his attention.

"Hey," Ben returned.

This was awkward for them. It was a new situation, and neither of them knew how to act. They'd been hanging out together every day in the Rust Bucket until just two days ago, but for some reason, this felt _completely_ different.

"So…you wanna play some Sumo Slammers?" Gwen asked hopefully.

"Oh, hell yeah!" Ben responded enthusiastically, as if he'd just remembered that was their plan from the start.

Gwen led Ben to the other room where she had her TV and game console set up. She turned the game on, picked up two controllers, and handed one of them to Ben as they sat down on opposite ends of the couch.

"You ready to get your butt kicked again?" Gwen asked.

"In your dreams, Dweeb." The trash talking had begun immediately.

They started playing. Neither of them had played in a long time, so they were both a little rusty. Ben had more experience with the series, though, so he won the first few games. Each game was accompanied by plenty of smack talk, and Ben didn't hold back at all when bragging about his victories.

But Ben's win streak didn't last for long. After a few games, which were becoming progressively closer the more they played, Gwen managed to win a match.

" _Yeah!_ In your face, Doofus!" Gwen cheered.

"Yeah, yeah, you're just lucky you-"

Ben and Gwen turned to look at each other, and suddenly their faces were inches apart. They hadn't realized it because they were focused on the TV screen, but as they played, they'd been slowly moving closer to one another as they shifted positions to get more comfortable. Having started on opposite ends of the couch, somehow they were now both sitting in the center, almost leaning on each other.

Gwen's triumphant smile and Ben's annoyed look were both replaced by awkward blank faces. Blushing, they turned away from each other and scooted back to their respective ends of the couch.

Ben cleared his throat. "Next game," he said, not taking his eyes off the screen.

"Next game," Gwen agreed, doing the same.

When the next game started, neither of them talked at first. They'd started talking themselves up and trash talking each other immediately in every other match they'd played so far, but this one was played in icy silence. But then, Gwen pulled off some amazing combo she'd been trying to do since they started, and she broke out into cheers. Even Ben let out and impressed "Whoa!" At that moment, they completely forgot about their embarrassment and went back to constantly insulting each other like normal.

After that, Ben and Gwen started winning games pretty evenly. Their competitiveness lasted for about another hour. By then, they'd stopped caring about who won, and were more interested in trying out cool combos and more advanced techniques. They even managed to persuade one another to stand still a few times when they wanted to try something really cool. It was even more fun than when they played the game together on their birthday last year.

During one of their later games, Gwen turned to look at Ben, who was still focusing on the TV screen. She noticed that they had once again migrated to the center of the couch, and were now almost touching again. She wasn't really sure what came over her, but for some reason, she decided to close that last bit of distance. Shifting her position, she leaned to the side a bit. She was now resting on Ben, shoulder to shoulder. She glanced at him once more to see if he was bothered by it. He either didn't notice or didn't care. Gwen smiled and blushed a little, even though she did this on purpose. Then she turned her attention back to the game, continuing to play in that unusually comfortable position.

They must have played for another hour while they sat that way. But their game was interrupted when they heard footsteps coming from around the corner. Gwen's immediate reaction was to scoot away from Ben back to her side of the couch. Gwen noticed Ben did the same, which made her think he actually had been aware of the way they'd been sitting.

The footsteps turned out to be from Gwen's father. "Hello Ben, Gwen," he greeted them.

"Hi, Daddy."  
"Hey, Uncle Frank."

"I just got off the phone with your mother, Ben. She's on her way now and she'll be coming by to pick you up soon," he explained.

"Oh. Okay," Ben said. Gwen thought he sounded like he was disappointed, but was trying to hide it. But perhaps that was wishful thinking.

Frank glanced at the TV screen, which had Ben and Gwen's characters idling on it. Ben and Gwen were still looking at him, not going back to their game.

"You two alright in here?" he asked, thinking something might be wrong but not quite sure what.

"Yeah."  
"We're fine."

They responded at the same time. Frank just shrugged and left the room.

Ben and Gwen faced each other. They didn't say anything for a moment. Then Ben spoke. "So, I guess I'll be going home soon."

"Yeah," Gwen said. There was another pause. "You wanna finish this match?" Gwen asked.

Ben smiled. "Winner takes all?"

Gwen returned a smirk. "Deal."

Gwen ended up winning, which resulted in a good deal of celebratory taunting. Ben took it well, mostly just staring at Gwen with an amused expression on his face as she did her victory routine.

Not long after that, they heard a car pull up into Gwen's driveway. "Guess that's your mom," Gwen said.

"Yeah," Ben said. They both sounded a little down.

They stood up, and Gwen walked Ben to her front door. But before they opened it, Ben turned to Gwen.

"Hey, look, uh," he began. He wanted to tell her he'd had fun. He did. And he wanted to keep hanging out with her like this. "There's this arcade that I go to sometimes. It has a good Sumo Slammers game, and a ton of other good games too. I was gonna go tomorrow after school."

He had Gwen's full attention. She was trying to hold back a smile to try to seem as casual as Ben did, so she hoped he didn't notice the way her lips were curling a little.

"So…you wanna come to?" Ben finally asked.

"Sure!" Gwen answered. She didn't want to come across as too eager, but she didn't think she'd succeeded.

"Cool," Ben said as the doorbell rang. "Let's meet at the park tomorrow after school," Ben said. Even though that was kind of a vague meeting place, Gwen knew exactly where he was talking about. The park they had walked through after both of their hero outings last year.

"Alright," Gwen said as Ben opened the door. "See ya."

"Later, Dweeb," Ben said as he walked outside, shutting the door behind him.

Gwen sighed and let out the huge, happy smile she'd been holding in. This had gone perfectly. Today was fun, and now Ben wants to hang out again the very next day. Then she realized something.

 _Oh, shoot._ _I'm gonna have to ask Dad again._

Gwen still wasn't very comfortable discussing whatever her situation was with Ben now, and she didn't like the thought of telling her parents she wanted to hang out with him two days in a row.

 _Well, he's not coming over again, so they don't have to know I'm hanging out with him._

Gwen had the idea to lie and say she was going to the library or something. She was kind of surprised with herself. Lying to her parents wasn't exactly something she did a lot. Although, since she kept her magic powers and the alien stuff from them entirely, dishonesty towards her parents wasn't exactly new either.

 _If it's for Ben, I guess it's alright..._


	7. September, Year 2 (Part 2)

**September, Year 2 (Part 2)**

Wednesday.

Gwen sat on a park bench. She'd only been there for ten minutes, but it felt much longer. She didn't know exactly when Ben's school let out, or how long it took Ben to get to the park from his school, but she figured that was probably what was keeping him. She tried to get the nagging thought out of her head that Ben wasn't coming.

 _What if he decided he'd had enough of me yesterday? Or what if he just forgot about me and went to the arcade by himself?_

Gwen knew that was stupid. Ben had had as much fun as she did yesterday, and he's the one who invited her. But then again, she and Ben weren't exactly predictable when it came to how they treated each other.

Any doubts she had evaporated when she heard Ben's voice from beside her. "Hey, Dweeb." Gwen stood up, startled. She was relieved to see him, but that didn't stop her from smacking him on the shoulder out of surprise. "Ow! Hey, what was that for?"

"Oh, calm down, drama queen. I didn't even hit you that hard. So what took you so long?" she asked.

"What? I just got out of school. I got here as fast as I could," Ben explained.

Gwen noticed that Ben was panting a little. "Did you run here?" she asked, surprised.

Ben made the sort of face he makes when he gets caught doing something lame. "Uh, _yeah_. It's not like I could've gone XLR8, could I?" he said, trying to deflect the issue.

Gwen shrugged, then gestured with her hands. "Well, lead the way," she said.

The arcade was only a short walk from the park. Now that Gwen thought about it, she was a little surprised arcades were even still a thing. The whole concept seemed a little too 'old school.' They had video game consoles at their houses which were way more advanced than anything they'd find at an arcade, so this felt like renting a VHS tape when you already owned the DVD.

On top of that, just being in an arcade felt weird, since the only other time she'd ever been in one was that time she followed Ben into that arcade in New York City. That was where they'd first met Kevin. She hated that guy, and she didn't like being reminded of him. She hoped they wouldn't meet anyone like that this time.

The first thing Ben did when they got there was walk up to the token machine and start shoving money into it. It dumped out a bunch of quarter-sized tokens, which he stuffed into his pockets. Then he led Gwen to their first game, the arcade version of an older Sumo Slammers game. Gwen got the hang of it quickly. It was different using a joystick and two buttons on a stand rather than a full controller, but the basics were the same.

They played round after round, with Ben feeding more tokens into the machine whenever it prompted them for it. As they played, they started trash talking each other the way they had when they played at Gwen's house. Then, from across the room, she heard somebody shouting loudly in victory. Apparently they'd just won some big prize or something. She couldn't really tell what it was, but hearing the loud shouting of other people sort of snapped Gwen out of a daze. She'd been so focused on playing the game with Ben, she'd kind of forgotten they were in public. She self-consciously looked around, hoping she hadn't been shouting insults at Ben loud enough to attract much attention.

As she looked around, she noticed the place was pretty full. Most of the other people there were about their age. She wondered if any of these people went to her school and might recognize her. She wasn't sure how to feel about that.

After playing the Sumo Slammers game for a while, Ben led Gwen from game to game, showing her all of his favorites. She liked some games more than others, but nonetheless she was enjoying herself. Just challenging Ben time and time again was fun enough for her, regardless of how much she enjoyed the game itself.

After a few hours of playing arcade games, they got hungry. The arcade had sort of a mini food court area, so Ben and Gwen got some soda and split a pizza. As they ate, they sat across from each other and argued about who had won more games.

"No, _I_ won. I beat you in most of the games we played," Ben argued.

"Yeah, but I kicked your butt over and over again in Sumo Slammers, and we played that _way_ more than anything else. You may have won more games, but _I_ still won more than you did today," Gwen retorted.

"Hey, Tennyson!" a voice called from off to the side. Ben and Gwen looked in that direction. It was J.T. and Cash. Ben glared at them as they walked towards their table. He was hoping he could scare them off with a look, but apparently they were feeling brave today.

"Who's your girlfriend, freak?" J.T. asked, picking up Ben's soda and taking a sip. He decided he didn't like it, so he dumped the rest on the floor.

"Hey!" Ben shouted. "You're paying for that!"

"I am _not_ his girlfriend," Gwen clarified. She recognized these jerks. She'd run into them with Ben in Philadelphia two summers ago, but they didn't seem to recognize her now.

"Heh, that's not surprising," Cash said, sitting down beside Gwen. "Cute chick like you is _way_ outta Tennyson's league," he said, giving Gwen a smug look like he thought she would appreciate the compliment. He grabbed a slice of their pizza and took a bite. "So, what're you hanging out with a loser like him for, anyway?" he asked Gwen, talking loudly with his mouth full.

Gwen glared at Cash. At first, Gwen had only been mildly bothered by these obnoxious jerks. Now she was angry. With her left hand, she gave Cash a palm strike to the mouth, shoving the pizza in his face as she did. Before he even had time to react, she followed up with an elbow to his stomach, knocking him onto the floor.

" _OWW!_ " Cash moaned in pain.

"Hey! What was that for?" J.T. shouted.

Ben just laughed. He'd been about a second away from attacking them himself, but this was _way_ more fun to watch.

Recovering, Cash stood up and wiped the pizza sauce off his face. Ben and Gwen each stood up as well, expecting a fight. Cash glared at Gwen. "What is your _problem?_ " he asked angrily.

"Listen, creeps," Gwen said. "Ben is _not_ a loser. I may not be his girlfriend, but I'd rather date _him_ than either of _you_ mouthbreathers any day."

Cash scoffed. "Forget this. You're not worth my time anyway. Come on, J.T." Cash turned and walked away with J.T. following him.

Gwen smirked triumphantly. "Friends of yours?" Gwen turned to Ben, repeating what she'd said to him back when she'd first encountered the bully duo in Philadelphia. Then she saw the shocked expression on Ben's face as he stared at her. "What?" Gwen didn't know why Ben was looking at her like that. She hadn't realized the words that had slipped out of her mouth. "Ben?" she asked.

"Uh, nothing," Ben shook his head, like he was snapping out of something.

Ben and Gwen sat back down to finish their pizza. Gwen was in pretty high spirits after telling off those bullies. She tried to continue their debate from before, but Ben wasn't really getting into it. He kept giving Gwen those weird looks, like he was really confused about something and trying to figure out what she was thinking.

 _What's up with him?_

After they finished eating, Gwen challenged Ben to one more game of Sumo Slammers. This seemed to make Ben forget about whatever was bothering him, and he readily agreed. Gwen ended up winning, so the 'one more game' turned into 'best two out of three,' before finally becoming 'best three out of five.' Ben ended up winning that match, but the debate over who's the better gamer didn't stop the whole walk back to Gwen's house after they'd left the arcade.

When they arrived on Gwen's front doorstep, they both just stood there, not knowing what to say. But then Gwen figured, if she wanted to keep hanging out with Ben, it was her turn to ask again. "My karate classes are starting up again tomorrow. I have them every Thursday after school," Gwen began.

"Oh," Ben said, sounding disappointed. He was expecting her to use this as an excuse to say she can't hang out again tomorrow.

"I usually go to Mr. Smoothy or something afterwards before I go home," Gwen continued. She figured that would be invitation enough, but Ben just stared at her. "…Do you wanna meet me there tomorrow? Get some smoothies?" Gwen asked.

"Yeah, definitely! I love their smoothies," Ben agreed.

Gwen smiled, and told him what time her karate class got out.

The two of them said goodbye to each other, and Gwen stepped inside her house. As she climbed the stairs on her way up to her room, she thought about everything they'd done at the arcade. She had a lot of fun playing so many different games she'd never played before. They must've used up a million tokens.

Just as Gwen got to her room, she realized Ben must've spent a lot of his money between the game tokens and the food. She felt bad about that. He hadn't asked her to split the cost, and she hadn't offered. Gwen scrunched up her face.

 _He asked me to go the arcade with him, and he paid for everything. What did he think it was, a-_

"Oh, sh... _shoot_." Gwen suddenly remembered what she'd said while she was telling off Cash.

" _Ben is_ not _a loser. I may not be his girlfriend, but I'd rather date_ him _than either of_ you _mouthbreathers any day."_

Gwen wanted to curl up into a ball of embarrassment.

 _That's why he was looking at me funny!_

She had no idea why she'd said that. Looking back, it was easy to see why Ben was so weirded out.

 _I can't have him thinking I…'like' him, or whatever._

She decided to pay Ben back for her share of what he'd spent today at the arcade. And she was _definitely_ going to pay for her own smoothie tomorrow. She wanted it to be as un-date-like as possible.

Gwen threw her head into her pillow.

 _Why why WHY did I say that? This could screw up everything!_

* * *

Thursday.

Gwen loved karate. She was great at it, it made her feel strong, and she found it to be useful frequently whenever she fought bad guys. But that wasn't why she didn't want her class to end today.

She was really nervous about meeting Ben after her karate class. She had no idea what consequences her dumb little slip up from yesterday would have now. Maybe Ben had already forgotten about it and they'd go about their business like nothing ever happened, but maybe he'd gotten the wrong idea and it's gonna make things weird between them now.

 _And just when things had gotten cool between us, too._

They'd agreed to meet at Mr. Smoothy, so once Gwen's karate class was over, she got changed and walked straight there. When she arrived, she saw Ben sitting at one of the outdoor tables playing a video game on a handheld.

 _Act natural._ _Like it never happened._

"Hey, Doofus," she said from behind him as she walked around to the other side of the table and put her bag down.

"Hey, Dweeb," Ben greeted her, not taking his eyes off his game.

 _So far so good, actually._

Ben didn't seem uncomfortable at all, Gwen noted. "I'm gonna go order our smoothies. What kind do you want?" she asked Ben.

"Chocolate," Ben said.

Gwen nodded, even though he wasn't looking at her. She went and ordered his drink and a nectarine one for herself. When she got back to the table, she put Ben's down and sat across from him.

"Thanks!" he said, putting his game down and grabbing his drink. He immediately took a long slurp from it, like he was trying to drink it all in one go.

"Jeez," Gwen said, putting her smoothie down. "You weren't kidding when you said you loved these things, huh?"

Ben put his cup down and let out a satisfied "Ahh." Then he spoke. "Nope!" He took another long sip while Gwen looked on in amusement. "So," he said, putting his cup back down. "How was karate?"

Gwen was a little surprised to hear him ask that. Small talk and anything along the lines of 'How was your day?' weren't exactly classic Ben Tennyson lines. "Great!" Gwen answered truthfully. She went on to tell him about what they'd practiced today, and how glad she was to be getting back into karate. "You should think about signing up," Gwen suggested, thinking it would be fun to be able to literally fight Ben every week, and get praised for beating him, no less.

"Ha!" Ben laughed, "Who needs karate when I've got Four Arms and Diamondhead?"

"Oh, please," Gwen said dismissively. "All you do with those guys is punch and punch harder. I'll bet my karate skills would be enough to handle both of them, with or without magic."

Ben held up his watch arm and gave her a smug look. "I'm good to go if you are."

Gwen considered it. "Later," she said. Between her karate and her sorcery, she was curious to see how well she could stand up to Ben's aliens. But using their 'superpowers' for fun like that in public seemed ill-advised.

Then Gwen remembered what she'd decided yesterday. "...By the way, how much do I owe you for yesterday?" she asked.

Ben shrugged. "I dunno, a million bucks?"

"Ben, I'm serious. I feel bad taking your money like that. I wanna pay for my half," Gwen insisted. She didn't know how much Ben's parents gave him for allowance, but it probably wasn't enough to afford an arcade outing like that for the two of them so easily.

Ben held up his drink, examining how little he had left already. "Tell ya what, you can pay me back in smoothies," he said with a grin.

Gwen looked confused. "What?"

"You paid for my smoothie already, right? Buy me another the next few times we come here and we'll call it even."

"Next few times?" Gwen said, more in surprise than to ask for clarification.

"Yeah. You come here every Thursday, right? Long as there's free smoothies, I'll be here too."

Ben looked happy at the prospect of a free smoothie every week. Gwen was more interested in the fact that Ben had just so casually set up a regular, weekly time for them to hang out.

 _Why the heck didn't we just do this last year?!_

"Alright," Gwen agreed. "Deal."

"Great!" Ben said. "So, about our alien vs. karate fight…"

* * *

Friday.

Ben had issued a challenge, and Gwen had readily accepted. The rules were simple. Ben would transform into one of his aliens, and they would fight until one of them surrendered or the Omnitrix timed out. They'd repeat this for as many rounds as they could until either one of them gave up or the Omnitrix locked up. Gwen had offered to limit herself to just karate, but Ben said he'd allow her to use magic as well.

They decided to do battle deep in the woods to avoid hurting any bystanders or being seen. They also both had to lie to their parents about what they were doing after school. Not just to avoid telling them about their powers, but to avoid telling them they were hanging out with each other yet again. It would still be awhile before they could be open about that.

After school, they met at the edge of the forest. When Ben arrived, Gwen was already there, sitting under a tree and reading.

Ben chuckled. "Is that how you prepare for a fight, Dweeb? Reading a book?"

Gwen scowled at him, then closed the book as she stood up. "For your information, Doofus, this is Charmcaster's spellbook. I learn all my spells from this thing."

"And yet, it's still no match for my watch," Ben said proudly, tapping his hand on the Omnitrix.

Gwen stared at the Omnitrix, then looked in Ben's eyes and smirked. "We'll see about that."

Together, they entered the woods. They walked for a while, looking for a clearing that would make for a suitable arena. Ben had considered going XLR8 to have a look around more quickly, but he wanted to save the Omnitrix for the fight.

Finally, they found a decent spot, which looked like it had once been a small campground or something. Together, they drew a big circle in the dirt that would act as their arena. Gwen tried to show Ben the proper procedure for beginning a sparring match in karate, but Ben wasn't interested. He just wanted to get to the action as soon as possible.

Standing on the opposite side of the circle across from Gwen, Ben turned the dial on the Omnitrix, selecting his first alien, Heatblast. "You ready?" he asked Gwen.

"Of course I am," Gwen said, taking a karate stance. "Bring it on."

Ben smirked. "Hero time!" He slammed the button on the watch, and in an instant he was a walking fireball.

Gwen's eyes opened wide. "Ben, are you _crazy?!_ "

"What?" the deep voice of Heatblast asked.

"We're in the woods, Doofus! You wanna cause of forest fire?"

"Uh, no, but I-" Ben realized he hadn't exactly thought this through. Heatblast was the very first alien he'd ever turned into. At the time, he was in the woods too, and he'd accidentally set a lot of trees on fire.

" _Tempestus!_ " Gwen shouted, her voice echoing with power. A surge of water exploded from beneath the ground, dousing the entire area. Heatblast was knocked to the ground, extinguished.

Heatblast looked at his now flameless hands and moaned.

"Guess that's score one for Gwen!" Gwen called out to him.

"No fair!" Heatblast complained. "Of course _fire_ is gonna lose to _water_. That's basic pokémath!"

"You said I could use all the magic I wanted. What were your words? You didn't want to make it _too easy_ for you, right?" Gwen reminded him with a smug smile.

Ben groaned as he changed back into himself. "That was stupid. I want a rematch!"

"We didn't plan on just one match, remember? Choose your next alien. And don't make it so easy this time!" Gwen was loving this.

Ben turned the dial on the Omnitrix. "Alright, let's see how you like Four Arms!" He slammed his hand down on the watch and transformed. But once his transformation was finished, he wasn't Four Arms. "What? Upgrade? Aww, man!" Ben said in his new computerized voice.

Gwen started laughing. "Nice one, Ben. There's nothing even remotely technological within a mile of us. What are you going to do, upgrade a tree?"

"Hey! I don't need technology to fight you. Upgrade's still got some moves!" Upgrade lurched forward. Gwen dodged out of the way of his amorphous fist. She countered with a kick to his side, but her foot passed right through him, only succeeding in splattering a little bit of him onto the ground. Upgrade laughed. "See! Can't touch this!"

Gwen moved out of the way of another swipe. She decided she'd have to use magic again. " _Badickinis Metalalurca!_ " Gwen waved her hands as she cast her spell.

Suddenly, Upgrade stood up straight, then bent over backwards slightly. "Whoa, _whoa!_ What's happening?" he asked.

Gwen let out an evil laugh. She moved her hands around, and Upgrade followed her movements. She lifted him into the air, spun him around, and threw him downwards. Upgrade splattered onto the ground, forming a black, white, and green puddle.

Upgrade moaned, which sounded like Ben moaning through a glitchy speakerphone. Then the Omnitrix started beeping. In a flash, Ben was himself again, lying in a heap in the grass. "Holy _crap_ that hurt."

"Had enough yet?" Gwen smirked.

"What kind of spell was that?" Ben asked, pulling himself to his feet.

"A ferrokinetic one," Gwen answered. Ben stared at her blankly. "Controlling metal. Galvanic mechamorphs are made entirely of liquid metal. It was too easy."

"It wasn't my fault! The watch screwed up again," Ben complained.

"Too bad. Two-nothing me!" Gwen stated the score.

Ben sighed. He turned the dial on the Omnitrix, looking through his choices. He decided on Diamondhead for his next alien. "Please work," Ben said desperately, hitting the button. "Alright!" he shouted after the transformation, looking at his crystalline green hands. " _Now_ you're in for it!" he declared to Gwen.

Gwen put on her game face. She knew Diamondhead was one of Ben's strongest aliens in a fair fight. She was going to need a pretty strong offense to beat him.

Conversely, Ben knew he had to be careful. He didn't want to hold back, but he'd have to try to limit himself to blunt hits. If he shot diamond spikes at Gwen, he'd probably end up doing more damage than he intended.

Diamondhead charged at Gwen, throwing a punch at her. Gwen held up her hands and a circular shield of blue light appeared. The force of Diamondhead's punch shattered her shield and knocked her back, but she had avoided the brunt of the attack. Diamondhead was unfazed, and threw another punch. Gwen dodged. She was doing okay so far, but she had to think fast. The crystalline alien was coming at her hard and strong. She was more nimble and flexible than he was, but she couldn't just dodge forever. Going on the offensive, she conjured two magic spheres of energy and threw them at him. They exploded on impact, and Diamondhead stumbled a little.

"Heh heh," Diamondhead chuckled. "You're gonna have to do a lot better than that!"

"I plan to!" Gwen shouted. " _Elota objectia!_ " Gwen thrust her right arm towards Diamondhead and a large blue energy blast erupted from her hand. Diamondhead grunted in pain and was knocked backwards, but he caught himself, his hand hitting the ground to hold himself up.

Getting back on his feet and standing up straight, Diamondhead charged at Gwen. He swung at her. She'd been expecting her last spell to be more effective, so she was unprepared and couldn't dodge out of the way this time. He punched her in the side of the face, knocking her off her feet. She screamed in pain as she dropped to the ground.

"Oh no, Gwen!" Diamondhead immediately realized he'd screwed up.

Lying on the ground, Gwen clutched the side of her face. She heard the Omnitrix timing out. Opening her good eye, she looked up to see the concerned face of Ben kneeling over her.

"Gwen! Are you alright? I'm _so_ sorry! I didn't mean to- I wasn't-" Ben was freaking out and stumbling over his words in a way Gwen had never seen before.

"I'm alright, Doofus," she said reassuringly, but her voice was a little weak. She took her hand off her face. From Ben's reaction, she knew it was bad. "Oh, great. I have a black eye, don't I?" she asked.

Ben nodded guiltily.

Gwen lifted her arm up and put her hand on Ben's cheek. "Bet I still look better than you, though," she quipped.

Ben covered Gwen's hand in his, laughing at her insult.

"Guess it's two to one now, huh?" Gwen joked. Usually when the two of them competed, the second Ben scored any sort of win, he would start bragging and celebrating his victory. But from the way he was acting now, that seemed to be the last thing on his mind.

Ben leaned down more and tried to pick Gwen up. "I'm fine," she insisted, putting her hand on Ben's shoulder and pulling herself to her feet.

"You sure?" Ben asked. He sounded calmer now, but he couldn't entirely mask the concern in his voice.

"Yeah." Gwen put her hand on her face. "I think I could use an ice pack or something though."

"Too bad I'm not Ben Ten Thousand. I don't have arctiguana yet," Ben said, referring to the future version of himself they'd met once.

Gwen smiled bitterly at that. She could only hope he'd never turn out like Ben Ten Thousand.

 _Not if I can help it._

"Come on," Ben said. "Let's go get you that ice pack."

* * *

Saturday.

Ben hadn't stopped feeling guilty yet.

Yesterday, after they'd left the woods, they'd gone to an ice cream place. They didn't know where to get an ice pack, so their solution was for Ben to hold an ice cold milkshake up to the side of her face while she enjoyed an ice cream cone. They had to have looked pretty funny, especially when Ben would stand up to take a sip of his milkshake while still holding it against Gwen's face.

Afterwards, Ben had walked Gwen home. He apologized for what must have been the millionth time as they said goodbye to each other, but she insisted it was okay. It was weird. The perfect opportunity for her to chew him out, and she wouldn't take it.

But even though Gwen had taken it well, Ben still felt guilty.

Sitting up in his room, Ben stared at the clock. It was almost noon. He'd only managed to last half a day without Gwen before getting bored. All the previous times they'd hung out this week, it was because they'd taken turns asking each other to hang out before they parted ways at the end of the day. Yesterday, it would have been Gwen's turn, but she hadn't suggested any plans for hanging out again the next day.

Ben figured that must have been intentional. She was trying to be nice about it, but she had to be mad about the black eye thing and she didn't want to see him today because of it. Not that he could blame her.

Ben decided to leave the house. He felt like going to the park where he and Gwen had met up before. He didn't expect her to be there, but for some reason he wanted to try anyway.

When he got to the park, he sat down on a bench. He started staring at the Omnitrix, idly turning the dial and flipping through his aliens. He thought about what his grandfather would say about yesterday. Using it just to see if he could beat his cousin in a fight? And then hurting her like that? He'd definitely consider that irresponsible. Max may have given him the okay to use the watch to help people, but not for petty things like yesterday's challenge.

Ben decided to stop overthinking this. He knew where that led. This sort of thing would drive him crazy if he just kept dwelling on it. He closed his eyes and leaned his head back. After a moment, he felt someone flick his forehead. "Ow!" He flinched, opening his eyes to see the upside-down face of his cousin leaning over him.

"Hey, Doofus," she greeted him the same way as always.

"Gwen!" Ben said, startled. He righted himself as Gwen walked around the bench to stand in front of him.

"What's up?" she asked.

Ben examined her face. She must have covered up her black eye with makeup. She had done a good job, but it was still slightly noticeable. Ben's guilt came back in an instant, but he knew he'd only start to annoy her if he kept apologizing at this point. "Nothing. Just hanging out." Ben tried to act casual. "What are you doing here?"

Gwen looked away suspiciously for a second, then said, "I was just on my way to the mall." The park wasn't actually on the way to the mall from Gwen's house. She'd had to walk out of her way to get here. She was hoping Ben wouldn't realize that, though.

"Oh," was Ben's only response.

Gwen hesitated for a second. "Come with me," she said. Just like when she'd called him on Monday to tell him to come over to her house, she didn't say it like it was a request.

Ben scrunched up his face. "I hate the mall," he said.

"What, like you've got anything better to do? Besides, the mall's got junk food and stuff," Gwen insisted, knowing Ben's love of unhealthy food would change his mind.

Ben hesitated, then grudgingly agreed.

The walk to the mall reminded Ben of some of his earlier interactions with Gwen after they'd arrived back in Bellwood. Lots of awkward silence, lots of failed attempts at small talk, and a whole lot of _something_ hanging in the air that he just couldn't bring himself to address. The fact that he couldn't stop himself from glancing at Gwen's eye over and over certainly wasn't helping. Gwen noticed, of course. However, she mercifully didn't mention it. Ben tried his best to figure out if she was just being really good at hiding her anger right now, but he was completely in the dark.

The first thing they did at the mall was fulfill Gwen's promise to obtain junk food. They both got a gigantic, freshly baked cinnamon pretzel, which it turns out they both loved. As they sat and ate, they joked about how much better it was than their grandfather's cooking.

But once they were done with their food, Gwen said it was time to get to the real stuff: Shopping.

Ben thought it was weird. This was one of the many things about Gwen that confused him. In most respects, Gwen was a total tomboy. She kept her hair short, she pretty much never wore dresses, and she wasn't afraid to fight. And yet, she still loved some 'girly' things, like shopping. And as an eleven year old boy, nothing grossed out Ben more than girly things.

He was pretty uncomfortable when Gwen dragged him into a clothing store and went straight to the girls' section. He kept looking around like he expected to be kicked out or for someone he knew to catch him there. Gwen thought he was being ridiculous.

Ben felt even weirder when Gwen started trying on the outfits she picked out. He sat in a chair outside the changing stall and waited.

"What do you think of this one?" Gwen asked, pulling back the curtain and stepping out. She was wearing a new pair of capris and a short sleeved top.

"I don't know," Ben said. "Is it that different from what you normally wear?"

Gwen gave him a look, then went back into the changing stall and closed the curtain. Inside, she looked at the outfits she'd brought in with her. In particular, she looked at the dress. All the other items she wanted to try on were pants and tops, but she'd picked out a single dress as well. It was certainly different from what she normally wore. She looked at the curtain and imagined Ben's reaction.

 _He'd probably just make fun of me._

She figured he would think a dress is too girly for her, at least outside of weddings and the like. So she tried on a pair of skinny jeans and a new top instead, then stepped back outside.

"How about these?" she asked.

Ben looked tense, like the awkwardness of the situation was getting to be too much for him. "I-I don't know. How should I know?" he asked.

"Would you quit acting so weird?" Gwen said as she went back into the changing room again. She sighed. Ben wasn't being very helpful. She looked at the dress again. She wanted to try it on, but she felt nervous for some reason. After taking a deep breath to quiet her doubts, she decided to put it on anyway. She changed out of the outfit she had on and slipped on the dress. Checking her appearance in the mirror, she felt self-conscious immediately.

 _Is it too pink? Is pink too girly? Do my shoes go with this? Should I take them off? Is my hair too short for this? Or too red?_

She silenced her thoughts and took another deep breath. Slowly, she pulled back the curtain. "Be nice…" she said to Ben, preemptively preparing for him to laugh.

But Ben didn't say anything. The two of them stared at each other silently. Gwen looked nervous, and Ben's eyes were wide with surprise.

After waiting for Ben's reaction and getting nothing, Gwen interpreted his silence to mean he didn't like it. She figured he was searching for a polite way to tell her she looked ridiculous, but couldn't find one.

Gwen sighed. "Yeah, yeah, I know," she said. "Just thought I'd try it." She went back into the stall and closed the curtain. She stared somewhat angrily at her reflection in the mirror.

 _Way to go, Gwen. You made a complete fool of yourself in front of Ben._

She was grateful to him for not making fun of her, though.

Gwen tried on her next outfit and went back outside. She was about to ask how she looked, but Ben wasn't looking at her. He was looking off to the side at the floor, and blushing intensely. "Ben?" she asked to get his attention.

"Huh? What?" Ben said, quickly snapping to attention. He looked embarrassed, and Gwen noticed immediately.

"What's wrong?" Gwen asked.

"Nothing," Ben said, but he wouldn't meet her gaze.

Gwen felt bad. She'd dragged him along for this and he very clearly hadn't been enjoying it the whole time.

 _He's probably going along with it because he still feels guilty about giving me a black eye._

"Alright, whatever," Gwen said. "Let me just get changed, then we can go."

Ben just nodded.

When Gwen came back out of the stall, she was carrying all the clothes she'd brought in with her. She handed a few to Ben, then started going around the store putting the ones she was carrying back where she'd found them.

"You're not getting that one?" Ben asked when she put the dress back.

Gwen glared at him. " _No,_ " she said, like it was obvious. She figured he was making fun of her, even though he didn't sound the way he normally did when he made a joke at her expense.

With her hands free again, Gwen took back the clothes she'd given to Ben to carry and brought them to the counter to buy them. Once that was finished, they left the store.

Gwen figured Ben had had enough of the mall, so she suggested they leave. Gwen didn't want to walk around carrying bags of new clothes all day either.

Ben was quick to agree, but he still seemed kind of spacey for some reason. Gwen was having a hard time figuring out what was up with him.

* * *

Sunday.

Gwen was in her room studying, but she was bored. She already knew the material for this particular subject pretty well, and she was only studying because that's what she normally did on weekends during the school year. She looked around the room, but there was nothing to catch her interest. Glancing around the room like that whenever she was bored was a habit she'd picked up over the summer. When she looked around the Rust Bucket, she could always find Ben.

Once again, they hadn't made any further plans when they'd parted ways yesterday. Gwen wasn't sure how she'd forgotten. Running into Ben at the park like that had been lucky. She hadn't expected him to actually be there when she went looking for him. Now, she wasn't sure she could get that lucky two days in a row. And even if she did, she figured Ben would find that suspicious. Or he just wouldn't want to hang out with her after she'd dragged him to the mall with her.

Gwen scowled at herself.

 _Don't be stupid._ _It's that kind of thinking that kept us separated all last year._

Gwen had decided last week that she wasn't going to let that sort of thing continue. If she wanted to see Ben, she was going to see Ben. She just didn't like to think too much about what that meant.

She took out her phone and called him. He answered on the second ring. "Hey, Dweeb," came his predictable response.

"Hey, Doofus. Wanna do something today?" she asked.

"Sure. Like what?" Ben answered.

 _See?_ _No hesitation. He's not even mad about yesterday at all._

"I don't know. You pick." He may not be upset about the mall thing from yesterday, but Gwen still felt it was her turn to go along with whatever he wanted.

"Uh, okay. How about you come over to my house and we'll play Sumo Slammers again?" It sounded strange hearing Ben say that so casually. Less than a week ago, when she'd first asked him to come over to her house, it hadn't felt like this at all.

"Okay, cool," Gwen said. "I'll ask my parents."

 _This is so much easier._


	8. October-November, Year 2

**October, Year 2**

For the past month, Ben and Gwen had continued to hang out almost daily. They usually took turns inviting the other to do something with them. They never officially decided to do it that way, but it had become an unspoken agreement between the two of them. On days when they had nothing planned, they would still meet up at the park after school or on the weekends, then decide what to do from there. This was another thing they hadn't actually agreed upon, but after it happened enough times, it became common knowledge for them. They were still meeting at Mr. Smoothy or someplace else every Thursday after Gwen's karate class, although they had since called Gwen's debt settled and were each paying for themselves. Neither of them ever mentioned the weird thing Gwen had said at the arcade that first week, or the weird way Ben was acting at the mall.

In fact, almost everything about their new arrangement had gone unsaid. They never commented on how often they hung out, how different it was than last year, how much it reminded them of their summers together, or what exactly they were to each other now.

They still tried to keep as much as they could from their parents. It was just too embarrassing for whatever reason. But by now, they'd been over to each other's houses enough times for their parents to figure out this has become a regular thing. Their parents often commented on it or tried to make subtle queries, but Ben and Gwen would mostly deflect or give non-answers.

Ben was doing much better in school than he had in previous years. A big part of this was because Gwen was basically tutoring him in every subject now or at least nagging him to study more and actually do his homework. He also just seemed generally happier at school. He was glad he didn't have a bad reputation with the teachers at his middle school like he'd had with the teachers at his elementary school. Decent grades, no fighting, no significant rule breaking. He still wasn't very sociable with the rest of his class, but he was doing alright as far as school was concerned.

Gwen was doing great in school as well, although that was nothing new. Emily was in her class yet again, and Gwen was getting a little friendlier with her. She had even gone to one of Emily's piano recitals, which is something she hadn't done since they were in third grade.

One Monday, Gwen and Emily were talking together in homeroom.

"So, what'd you do this weekend?" Emily asked, making small talk.

Gwen shrugged. "Nothing much. My cousin and I went to the arcade again on Saturday, and I spent most of yesterday studying for French."

"I am _so_ not ready for that," Emily laughed.

"Me neither," Gwen joined in, even though she probably knew the material better than anyone else in the class by now. "So what about you?" Gwen asked.

"Pretty much just studying and piano practice," Emily said. She'd been practicing a new piece recently, although Gwen hadn't heard it yet.

"When's your next recital?" Gwen asked.

"Next week. You wanna come cheer me on?" Emily responded.

"Sure! When next week?"

"Friday," Emily said. Gwen had a look of realization, then her face turned really apologetic. "What's wrong?" Emily asked.

"Sorry, but I'm going to the movies with my cousin that night. We already bought the tickets," Gwen apologized.

Emily smiled. "Don't sweat it. I wouldn't want you to change your plans for me."

Gwen was relieved.

"What are you going to see?" Emily asked.

"Um, it's that new horror movie that comes out next week. Ben and I both thought it looked _super_ lame from the trailer. Watching bad movies together is something we do for fun, so," Gwen explained, laughing a little.

Emily found that funny. "I've never done that. I can't handle really terrible movies."

"I never liked doing it before either, but Ben showed me that '90s Batman movie with Arnold Schwarzenegger in it, and it was just _so_ bad, it was somehow good," Gwen said.

"You think you could introduce me to your cousin some time?" Emily asked.

Gwen looked really confused. She hadn't expected that at all. "What? Why?"

Emily shrugged. "You talk about him all the time. He sounds cool. I wouldn't mind meeting him."

Gwen scoffed. "He's _really_ not. He thinks he is, but he's a total Doofus."

Their first class was starting soon, so the conversation ended there. But Gwen thought about what Emily had said. " _You talk about him all the time._ " She didn't think she did. At least she didn't mean to. But then again, when she and Emily talked, they usually talked about what they did outside of school. Gwen realized that, outside of school, pretty much all she did was study, practice karate, and hang out with Ben. That's just how her life had ended up at that point. So she must have been talking about her cousin quite a bit recently.

Gwen shrunk into her seat, embarrassed.

 _I must sound like an idiot talking about my cousin all the time like that._

* * *

Ben scooped up another piece of his dinner with his fork and shoveled it into his mouth. He hadn't actually been downstairs to see which of his parents had cooked this meal, but he guessed it was his father. He took a moment to be thankful that his father never seemed to have inherited his grandfather's cooking skills.

"So, Ben," his mother began in between bites of her meal. "Are you going trick-or-treating again this year?"

"Duh," Ben said like it should be obvious. He wasn't sure how old was 'too old' for trick-or-treating, but he estimated he had at least a few years left of it. He wasn't about to pass up an opportunity for tons of free candy if he could help it.

"Would you like to invite Gwen?" Sandra asked.

Ben nearly dropped his fork, barely managing to catch it but letting the food drop back to his plate. "What are you talking about?" he asked.

His mother shrugged. "I thought it might be fun to go trick-or-treating with your cousin, like you did when you were little."

"...I did?" Ben asked, unable to remember his early childhood clearly enough.

"Of course you did," his father confirmed. "You even wore matching costumes!"

" _What?_ " Ben was mortified.

"I'm sure we have pictures in some of our photo albums," Sandra said. "I could show you if you really don't remember."

" _No no!_ " Ben answered quickly. "No, no, I don't need to see that." He couldn't tell whether his parents were teasing him on purpose or not, but they were doing a pretty good job of it regardless.

"So, how 'bout it?" Sandra asked again.

Ben thought about it for a moment, twirling his food with his fork. He took a bite so he wouldn't have to talk until he finished chewing.

"Fine," Ben said. "But I'm not sharing my candy."

"Great!" Sandra said. "Would you like me to ask her father for you?"

"No," Ben said. "I'll text her after dinner, okay?" Ben didn't want his parents handling this for him. That would make him feel childish. He was glad his parents were willing to drop the subject after he'd agreed to their suggestion, but now he had to worry about actually asking Gwen to go trick-or-treating with him.

After dinner, Ben went straight to his room. He picked up his phone, intending to text Gwen, but he hesitated.

 _Does Gwen even go trick-or-treating anymore?_

They hadn't talked about it last year, so Ben had no idea. He didn't have a problem with it yet, and neither did a lot of other kids his age, but Gwen was always trying to be the more mature one. He thought she might find it too childish already. He could already see how she might make fun of him for it.

 _You still go trick-or-treating? What are you, five?_

And who knows what she'll say about him dressing up in a costume.

 _Maybe I shouldn't ask her after all._

That's what he told himself. He put his phone down and began to walk away. But then he stopped in his tracks.

 _Ah, screw it._

Acting quickly before he changed his mind, Ben turned back around, grabbed his phone out of the charger, and typed out a message to Gwen. Acting on impulse like that was something Gwen often berated him for, but the truth is, it usually ended up working out for him. It just wasn't his style to listen to that nagging, doubtful voice in his head telling him that this was a bad idea, and he'd done that all too often last year when it came to Gwen.

"Hey Dweeb, you going trick-or-treating this year?" Ben sent the message to Gwen. He waited for a moment, watching the screen in hopes of an immediate reply. When he didn't get one, he put his phone in his pocket and left the room to go watch TV.

 _Guess she's busy. No big deal._

Ben sat down on the couch in his living room and put on something to watch. He knew he had homework to do, but he'd much rather save it until the last minute if he could. So Ben settled in to watch the show, telling himself he wouldn't think about his unanswered text message.

However, less than ten minutes later, he found himself taking his phone out of his pocket and checking his messages. Still no answer from Gwen.

 _Oh, come on._

Ben put his phone back in his pocket. He knew she probably just didn't have her phone on her or she didn't have an opportunity to respond yet, but that didn't stop Ben from thinking maybe she just thought it was a dumb question and didn't want to answer it.

 _Well fine, I don't care. It's not like-_

Ben's phone buzzed, and he immediately scrambled to pull it back out of his pocket.

"One new message from Gwen," his phone read. Ben clicked the message and unlocked his screen, nervously anticipating her response.

"Yep! You?" her message said simply.

Ben was pleasantly surprised, and also extremely relieved. He quickly typed out a reply, wanting to catch her before she disappeared. "Yep." Ben typed out and sent another message immediately afterwards. "What're you going as?"

"I haven't decided yet," Gwen replied.

"Me neither," Ben texted back. It took him a moment to decide what to say next, but once again, he decided to just go for it. They'd invited each other to hang out so many times in the past month, there was no way Gwen would find it weird anymore. However, as he got halfway through his sentence, his phone buzzed again.

"Wanna go together?" Gwen's message said.

Ben chuckled.

 _Guess she had the same idea._

Gwen inviting him instead made things a whole lot easier for him. He was expecting Gwen to already have plans to go trick-or-treating with friends from her school, but it looked like he'd lucked out and gotten there first. Deleting what he'd been typing, he instead texted back "Sure."

"Great! We can figure out costumes when we meet up tomorrow," Gwen messaged.

"Cool," Ben replied. He didn't even notice Gwen was already assuming they were going to hang out tomorrow. Since it was essentially a daily occurrence now, it seemed like a natural suggestion.

Of course, Ben already had a few ideas about his Halloween costume. He lifted his arm and began scrolling through the aliens in his Omnitrix.

 _Now, who should I be…?_

* * *

As Gwen walked to the park after school the next day, she was reminded of the conversation she'd had with Emily earlier, about how she always talked about her cousin. Now that she was planning to spend Halloween night with Ben, she figured that meant it would come up the next day at school when discussing the holiday with Emily.

 _I guess she was right after all._

It was still kind of embarrassing to think about, even though Emily hadn't seemed to be making fun of her for it. But despite that, Gwen was still happy about her current arrangement with Ben. As soon as she'd seen his text about Halloween last night, she'd gotten excited, hoping he was going to invite her trick-or-treating. She'd figured he was gonna get there eventually, but she just couldn't wait and ended up inviting him herself.

Gwen stumbled a bit just before she turned the corner around the low stone wall around the park. She realized she'd been walking a little too energetically, practically skipping.

 _Who am I? Lucy?_

She was glad she usually got to their meeting place before Ben did. If he'd seen her like that, he definitely would've laughed.

Finding a bench to sit on near the entrance Ben usually comes from, Gwen sat down and took her laptop out of her backpack. She had a few tabs open on her web browser that had examples of the costume ideas she was planning to show Ben. She'd chosen a few of them specifically because they could easily be paired with a costume that Ben could wear. She didn't expect Ben to want to do something like that, but she figured it couldn't hurt to hope.

When Ben finally showed up, he walked towards her with a confident stroll. He had an infectious grin that made Gwen start to smile excitedly as well.

 _Was he actually looking forward to this too?_

"Come over here," Gwen said once Ben got closer, gesturing for him to come sit next to her.

"I've got a great idea," Ben said, taking a seat.

"Me too!" Gwen said. "Okay, hear me out. We could go in, like, lame discount versions of our superhero costumes. Like, I'd be Lucky Girl, but I'd wear some generic black cat mask from a party store instead of my real one. And you could go in, like, a big mascot costume version of one of your aliens. I've seen them online, they're supposed to be popular this year. So we'd be dressed as ourselves, and no one would even know!"

Gwen gave Ben a look like she was hoping for him to love her idea. Ben just smiled smugly. "That's a good idea, but I have a better one," he said. "What if, instead of _pretending_ to be us, we _actually_ be us?"

Gwen looked skeptical. "You're not seriously hoping to use the Omnitrix to go trick-or-treating, are you?"

"You bet I am!"

"You- Oh, jeez. You didn't do that last year, did you?" Gwen asked.

Ben scoffed. "Well, I thought about it, but I couldn't stop imagining you and Grandpa nagging me not to."

"Well, good news, Doofus, because you don't need to imagine it today," Gwen said.

"But think about it!" Ben insisted. "I go to every house as Four Arms, get some candy, then go back as Diamondhead and get even _more_ candy. They'll just think it's a different kid in a different costume. And I can do that with as many of my aliens as I want!"

Gwen stared at him for a moment, then started cracking up.

"What's so funny?" Ben asked.

"Ben, that makes _no_ sense. You think they'll mistake it for a costume when you show up as the four-inch-tall Grey Matter? Or the floating Ghostfreak? Or the _literally-on-fire_ Heatblast?" Gwen laughed like it was one of the stupidest ideas she'd ever heard from him.

"I didn't say it would work with _all_ of them!" Ben said, defending himself. "I'd just use the ones that could pass for a guy in a costume."

"Yeah, but even those ones would make you look more like a _grown man_ in a costume, not a kid. People might not even give you their candy," Gwen explained.

Ben thought about it for a moment. "But what about- Mm, no...But maybe I could- Ah, no...Ugh, you're right," Ben groaned.

"As usual," Gwen smirked. As Ben flipped through his Omnitrix looking for an alien that might work, Gwen slipped her laptop back into her bag. "Come on," she said, standing up. "Let's go to my house. I have a some more ideas. We can brainstorm together."

Ben sighed, still disappointed in his idea being shot down. "Oh, alright." He stood up and followed Gwen out of the park. "So what else were you thinking?"

"How about Misty and Ash?" Gwen suggested.

"You kidding me? I don't wanna be Ash. Ash sucks," Ben said, shooting the idea down.

"What? What do you mean he sucks?" Gwen asked.

"He doesn't even know how the game works! He's just like, 'Oh, I'm fighting a ground-type Onix, better use my freakin' electric-type Pikachu!' Like, come on. He's an idiot."

"So he's perfect for you, then," Gwen quipped.

Ben chuckled. "Yeah well, Misty's an annoying know-it-all, so she's perfect for you," Ben countered.

Gwen smirked and shook her head. "Alright, guess that one's a 'no.' Your turn," she said, deciding her idea had been vetoed.

Ben stroked his chin, thinking. "Oh, I know! I could be Boba Fett!"

"Boba Fett?" Gwen asked. "What brought that up?"

Ben shrugged. "I heard they're making another Star Wars movie. Plus he's just so _cool_."

"How exactly is he cool? All he ever did was stand around and get killed by a blind guy."

"...Yeah, but in a _cool_ way."

Gwen rolled her eyes. "Well, then who can I be?"

Ben furrowed his brow. "I dunno. Be whatever you want. You don't gotta do Star Wars with me."

"Yeah, I know, but..." Gwen began. She sighed quietly.

"What?" Ben asked, noticing she looked a little disappointed.

"Nothing."

"...Hm. Well, I dunno. It was just an idea, I'll probably think of something better," Ben said. "You have any more ideas?"

Gwen's face brightened. "Yeah. I got a lot more, actually!"

They continued pitching Halloween costume ideas until they got to Gwen's house. Ben mostly came up with stuff of the top of his head that he thought would be cool, and they were mostly ideas about what he could go as. Many of Gwen's ideas she'd come up with the night before, and a lot of them could work for both of them as a pair of some sort.

At Gwen's house, Ben dropped his backpack and kicked his shoes off in her foyer. He stretched, letting out a yawn as he walked carelessly into the living room. "Whew, one day closer to the weekend. And one day closer to candy," he declared.

Gwen followed suit, although she was much more careful when placing her backpack on the ground and slipping off her shoes. She grabbed her laptop out of her bag and followed Ben. "Yep. One day closer to a lot of things. So, should we decide from what we've- What are you doing?" As Gwen walked into the living room, she saw Ben messing with the Omnitrix.

"Hang on. I just remembered something," he said, like he had an idea.

"I don't like where this is going..." Gwen stated, placing her laptop on the coffee table and bracing herself for whatever Ben was about to do.

"Relax. Your parents aren't home yet," Ben said, knowing her and her family's basic schedules by now. "Got it!" Ben landed on the alien he'd been looking for, and without a second's hesitation, he hit the button.

"Ben, don't-!" Gwen shielded her eyes from the flash of light. When she opened them again, there was a little, black-and-white alien standing triumphantly in her living room. "Eh...Ben, wha- Just, why?" Gwen asked, a bit confused about why he'd suddenly decided to transform into Ditto, and more than a little annoyed by it as well.

"Isn't that obvious?" Ditto said. Suddenly, a second Ditto leapt out of the first one.

"It's the perfect costume!" the second one declared. A third one split off from him.

"It's the right shape to be mistaken for a human," Ditto #3 explained.

"The right _size_ to be mistaken for a child," Ditto #1 joined in.

" _And_ I can get candy from three houses at once!" Ditto #2 said.

"Good point, me."

"Thank me!"

"I'm welcome!"

"Ben, this is _not_ a good idea," Gwen said.

"Hmm, you're right," Ditto said. "Three's not _nearly_ enough!" Each Ditto divided himself once again, splitting up and jumping around the room playfully.

"Ben! That's too many!" Gwen complained.

"No, that's _six_ many. Learn to count, young lady," one of the Dittos said from behind her as she scrambled to stop another one from jumping on the couch.

Gwen groaned exasperatedly. Ben always got into a mood like this whenever he turned into Ditto. Something about that alien just made him a little too playful. "Ben, I'm not going trick-or-treating with you like this. Pull yourself together right now or I'm going with my friend Emily instead."

"Emily? That the one who plays the trombone?" one of the Dittos said. Several of the others mimed the action of playing a brass instrument while poorly imitating the sounds it would make.

"What? No, she's a pianist."

"A what?" The Dittos froze, turning to grin at her.

"A _pianist,_ " Gwen repeated.

The Ditto in front of her turned his head like he was looking at a camera and blew a kiss to an imaginary audience. "G'night, everybody!"

Gwen glared at him. Raising her arms, every Ditto in the room became trapped in a blue aura. Pulling her arms in, she telekinetically threw them all into the center of the room where they ended up piled on top of each other. "All of you. Fuse. _Now_ ," she demanded.

The Dittos collectively signed, but acquiesced, recombining with each other until only one remained.

"Ben, I'm sorry," Gwen spoke. "But you _can't_ use the Omnitrix for fun like that. Grandpa wouldn't like it."

"Yeah, yeah, I know. I won't," he said.

"You have to swear."

"Well I would, but isn't that kinda crude?"

" _Ben!_ "

"Alright, I swear!" Ditto tapped the Omnitrix on his forehead and transformed back into Ben. He stood there, holding up his hands and giving Gwen an apologetic look. "I was just messing around."

"...It's fine. No big deal," Gwen said.

"...So, we're still going together, right? On Halloween?" Ben asked cautiously.

"Y-Yeah! Of course, yeah. Emily doesn't like trick-or-treating anyway."

Ben nodded. Then he smiled. "Alright, so what costumes should we get?"

Gwen was relieved. She grabbed her laptop and sat down on the couch, tapping the cushion beside her to invite Ben to sit with her. "Well, I think our best ideas were…"

* * *

In the end, they went with Gwen's original idea. Since her real Lucky Girl costume had only been hobbled together in the first place, it wasn't difficult to make a cheap imitation of it without using the real one. All throughout the night, she had people complimenting her on her costume and telling her how she looked just like the real one. She and Ben had some good laughs about that.

Ben's costume was even more shoddily made, although it was less intentional on his part than it was with Gwen. He'd ordered a big Four Arms mascot head online, along with a big red six-pack muscle suit. Two fake arms with boxing gloves on the ends of them were stuck onto his sides, and he spent the whole night doing terrible impressions of Four Arms' voice.

They'd decided to go trick-or-treating in Gwen's neighborhood, since she lived on the richer side of town where some houses gave out full-sized candy bars that Ben didn't want to miss out on. And after hitting every house they could, they headed back to Gwen's house, each carrying a good haul of candy.

"I'll trade you a Milky Way for a Snickers," Ben offered, pulling a handful of candy out of his bag.

Gwen shrugged. "Deal."

They each took their candy and peeled off the wrappers, dropping them onto the ever-growing pile on the couch between them.

"That's _clearly_ ketchup!" Ben said, pointing at the TV which was currently showing a cheesy '80s horror film.

Gwen laughed. "Still better than the tomato soup in the last one." She ate another piece of candy, her mask lying on the coffee table. She looked over at Ben, whose eyes were fixed on the screen as he chewed something crunchy. He had removed the head of his costume, while the rest of the costume forced him to sit a little stiffly. Gwen chuckled at the sight of him.

 _This is good._

Gwen had a nice feeling inside her. This had been the best Halloween she'd had since she was little. And she knew exactly why.

 _Thanks, Ben._

* * *

 **November, Year 2**

Gwen's realization about how much time she was spending with Ben hadn't made her want to spend any less time with him, she was just more aware of it. She'd always been aware that they'd been spending a lot of time together so far this year anyway. In fact, she'd intended for that to happen from the start. The part that was shocking to her was how Ben had become such a huge part of her life.

Of course, even that was a very delayed reaction on her part. Ben had become a huge part of her life more than a year ago. But now, he was more than just part of her secret double life that she lived during the summer. He had spilled over back into her normal life.

But still yet another realization came to her one day in November. She and Ben were walking to her house. They had met up at the park after school like they often did. Nothing special was happening, they were just talking about their day, joking around, and deciding what they were going to do for fun now that they had some free time. That's when it hit her.

 _Are Ben and I...friends?_

Most people don't think of their cousins as their friends, especially when those cousins are annoying as Ben. However, on some level, Gwen knew Ben was important to her. They'd risked their lives to save each other countless times, and right now they were the only people keeping one another sane during the school year. But right now, they weren't saving each other's lives or fighting aliens together. They were just hanging out. Visiting each other after school, joking around, playing games, talking. Things they did together all the time now. Things _friends_ did.

"Gwen?" Ben asked.

"Huh?" Gwen snapped out of her daze. Ben had noticed the odd look on her face, like she was deep in thought, sort of confused, and maybe a bit worried.

"Just making sure you were still on Earth," Ben said.

"Whatever, Doofus."

They arrived at Gwen's house. She unlocked the front door and stepped inside, holding the door open for Ben. He walked right in like it was nothing. He was so comfortable being at her house now, which was a huge contrast to the way he'd acted the first time she'd ever invited him over.

 _I don't think we were friends then._

She looked at Ben.

 _But we are now, aren't we?_

Ben gave her a weird look, and Gwen realized she'd been smiling at him. "Come on, Doofus," she said, leading him to the game room. "Time for me to kick your butt in Sumo Slammers again."

* * *

"Ooh! Ooh! Do we get to wear those funny hats with the belt buckles on 'em?"

Joel laughed. "No, Lucy. Those are a _little_ out of fashion nowadays."

"Aww, man!" Lucy rocked back and forth excitedly in the back seat of Joel's car. "What's turkey taste like, anyway? Chicken? Cuz a lotta things taste like chicken."

"Hmm, I think it tastes more like pork, actually," Camille answered.

"Ooh!" Lucy leaned forward suddenly, popping her head up front. "Why'd the pilgrims eat turkey at the first Thanksgiving?"

"They didn't," Joel said.

"What? What did they have then?" Lucy asked.

"Uh...I forget. I think it was duck or something," Joel answered.

"Then why do we eat turkey on Thanksgiving?"

Joel shrugged. "Earth traditions don't always make a whole lotta sense."

"Also, people eat _ducks?!_ But they're so cute!"

"Sit back in your seat please, sweetie," Camille told her.

"Yes sir, ma'am!" Lucy said, saluting before leaning back into her seat. She went back to rhythmically rocking back and forth excitedly. "Why didn't we have Thanksgiving with everyone else last year?" she asked.

Camille turned to Joel, silently requesting an answer as well.

Joel noticed. "Uhh...Well, most of them still don't know about aliens. I still wasn't sure if we should risk them finding out. But hey, Christmas worked out okay, so it should be alright," he explained.

"Hm, hm," Lucy nodded her agreement. "Just make sure I get to see Ben and Gwen whenever we get the chance from now on, 'kay?"

"Big fan of the little heroes who saved our wedding, huh?" Camille asked, turning to smile at Lucy in the back seat.

"Of course! They're, like, my favorite people _ever!_ " Lucy said.

"Besides us, right?" Joel asked.

"Hmmmmm…" Lucy drew out her hesitation exaggeratedly.

"And didn't you say the ice cream man was your favorite person ever yesterday?" Camille asked.

Lucy giggled. "I've got a _lot_ of favorite people."

After a few more minutes of random questions from Lucy, Ben's house came into view. Lucy let out an excited little squeal and pulled her seat belt off, eager to get outside.

"Wait until we're parked, Lucy," Camille reminded her as they pulled into the driveway.

"Bah, you're no fun," Lucy said. As soon as they came to a complete stop, she opened the door, got out of the car, and skipped up the walkway to the house. "Ding dong, ding dong, ding dong," she said out loud, pressing the doorbell rapidly.

The door opened. Ben stood there, and he smiled when he saw who it was. "I _knew_ it was y-"

" _Ben!_ " Lucy lunged forward, trapping him in one of her usual overly-friendly hugs. "Happy Thanksgiving!"

"Uh, yeah, happy Thanksgiving," Ben said, breaking free of Lucy's hold after enduring it for a few moments. He glanced over her shoulder and saw Joel and Camille coming inside with amused expressions on their faces. "Hey, Joel. And hi, Camille."

"Hey, good to see ya, little dweeb," Joel said, ruffling Ben's hair as he walked past them.

Lucy giggled, shoving her hand into Ben's hair to copy Joel.

"Hey, quit it!" Ben playfully shoved her away.

"It's good to see you again, little hero," Camille said, leaning down a little to greet Ben with a hug. She was certainly more gentle about it than Lucy was. Ben seemed to like being called a hero. He smiled as he watched her walk away to follow Joel.

"Whatcha lookin' at, _hmmmm?_ " Lucy slid into Ben's field of view, inches from his face.

"Gah!" Ben flinched, taking a step back. "What?"

"Heeheehee, oh, nothing," Lucy said with a mischievous look on her face. "Just try not to make your cousin jealous with the way you look at _my_ cousin!"

" _What?!_ "

"Ooh! Speaking of, where's Gwen?" Lucy asked, ignoring Ben's shock. Her eyes darted around the rooms that were visible from the foyer. She spotted Gwen greeting Camille and Joel near the kitchen. She grinned excitedly and skipped over to her. Just as Camille and Joel were walking away from Gwen, Lucy jumped in front of her. "Boo!" she shouted, leaning her head close to Gwen's.

"Whoa!" Gwen jumped back, taken by surprise.

"HaHAA!" Lucy said triumphantly. "Surprised to see me?"

"Well, no," Gwen said. "You texted me last night and told me you were coming, remember?"

"NNNope!" Lucy went in for her customary hug, squeezing Gwen tightly. "Oooh, I haven't seen you in so _long!_ " Lucy said. "How have you been?"

"I'll be better once I can _breathe_ again," Gwen said.

Lucy giggled. "Sorry." She loosened her grip enough for Gwen to comfortably hug her back.

"It's nice to see you, Lucy," Gwen said as she took a step back. "How's, uh…" She looked around to make sure no one was nearby. "How's life on Earth?" she whispered.

Lucy smiled brightly. "It's _amazing._ There's still so much I gotta see and do, but I'd choose your planet over mine any day!"

"Shh!" Gwen shushed her. Over Lucy's shoulder, she saw Ben approaching. "Hey! You were right, it's Lucy," she said happily.

Lucy turned around. Ben looked past them into the kitchen. "Yep. Hey, we probably still got a few minutes before dinner," he said. "Wanna finish our game?"

Gwen smiled and nodded eagerly. Then she turned to Lucy. "Come with us," she said, signaling with her hand to follow them.

Lucy followed them into the other room. From the way they were acting, it seems like she had arrived when they were in the middle of something really fun. And judging from that small interaction between them, they seemed to be getting along pretty well today. She was relieved to see that, especially after what happened when she saw them at Christmas last year.

 _I knew they couldn't stay mad forever._

In that room, a paused video game was on the TV. "This'll only take a second," Ben explained. "You can join in next game."

Ben and Gwen picked up their controllers and walked over to the couch. As they did, they almost bumped into each other as they were both going to sit near the middle. They glanced at each other for a second, then sat on opposite ends.

Lucy grinned mischievously.

 _Oh no you don't!_

She grabbed an extra controller and stood next to Ben. "Hey, move over," she said, tapping him on the leg. He hesitated for a moment, then slid over to the middle of the couch next to Gwen. Lucy sat down next to him. There was plenty of space, but she chose to sit so her leg brushed up against Ben's. He flinched, then moved over again until he was nearly that close to Gwen.

"Aww, I don't bite!" Lucy joked. Ben looked unsure of what to say.

Gwen cleared her throat. "I'm unpausing now," she said.

Lucy leaned back comfortably in her seat and watched the two of them play. They were immediately into it, mashing their controllers and trying their best to beat each other. Lucy decided to act as their cheering section, egging them both on.

After the round was over, Lucy joined in and they had a three player game. Lucy had no idea how to play, but she didn't care. It was fun just to play with them.

Throughout the game, Lucy would glance over at Ben and Gwen. While they'd initially seemed a bit uncomfortable sitting as close as she'd forced them to, they eventually closed the gap even further until they were actually leaning on each other while they continued to play. And even though they were tossing insults at each other during the game, they never looked even the least bit angry.

 _They are just so cute!_

Lucy couldn't keep herself from giggling. And it only became more amusing when Ben's mother leaned into the room to let them know it was time for dinner. Ben and Gwen practically jumped off of the couch and away from each other, as if they desperately wanted to prevent her from seeing them that close to each other.

Lucy got up too and put a hand on both their backs. "Don't worry, I won't tell," she said.

"Tell what?" Ben and Gwen asked in unison.

Lucy giggled and skipped out of the room.

Thanksgiving dinner was exactly the feast Lucy was hoping it would be. She got to try all sorts of food she'd never eaten before. Since she, Ben, and Gwen were the only kids there, they all sat together at the end of the long table and mostly had their own little discussion while the adults talked amongst themselves.

"This place looks a lot different from the last time I was here," Lucy said, glancing around the room. There were no Christmas decorations and the furniture had been rearranged, so it was quite different to her. "When's the last time you were here, Gwen?" Lucy asked. She was curious to hear how often she and Ben saw each other nowadays.

"Oh, I was just here yesterday," she said.

"Really? What, you guys have a pre-Thanksgiving dinner too?" Lucy asked.

Ben laughed. "No, we were just hanging out."

" _Hmmmm?_ " Lucy gave them a smug grin. "Really, now? You two, just hanging out?"

Ben shrank into his seat a bit, realizing Lucy could tell things were a bit different between them now. "Y-Yeah. We do. Sometimes."

Lucy was excited to hear about this. Just under a year ago, it seemed like these two were practically avoiding each other despite living in the same town. Now they were 'hanging out.' Lucy glanced over at Gwen. She was averting her eyes to her food, but she was failing to suppress a smile. Lucy could tell she was pleased with this development as well. She smiled to herself.

 _They're on their way._

Lucy spent the rest of the night chatting with Ben and Gwen. It was tough to avoid asking them about more 'Earth stuff' like she wanted to, but talking with them as normally as she could was fun enough on its own. The most fun part of the evening for her was watching the way Ben and Gwen interacted with each other now. Compared to the wedding and compared to Christmas, they seemed much friendlier with one another, and Lucy enjoyed every second of it. When the night came to an end and Lucy parted ways with them once again, she was excited to see what they'd be like the next time she saw them.


	9. December, Year 2

**December, Year 2**

Early December.

"Ben, honey?" Sandra asked, getting her son's attention.

"Yeah, Mom?" Ben looked up from his book.

"Are you studying?" Sandra seemed a little surprised. "Wow. I guess Gwen's been a good influence on you lately, huh?" She chuckled.

Ben sighed, suddenly very irritated. "What do you want, Mom?"

"Hey, be nice," Sandra lightly scolded him. "Anyway, your birthday's coming up. Have you thought about how you might wanna celebrate it this year?" Ben and Gwen were turning twelve in about a week.

Ben knew how he wanted to celebrate it, but he was already put off from discussing Gwen with his mother. He shrugged, trying to seem indifferent. "Can't we just do what we did last year?"

"Aww, you wanna celebrate with your little friend Gwen, huh?"

" _Mom_."

Ben's mother smiled teasingly and gave him a look like she wanted to say something more about that. "Sure, sweetie. I'll call your Grandpa and Uncle Frank to set it up. You almost done with your homework?"

"Yes, Mom." Ben rolled his eyes. His mother excused herself and left the room.

 _My birthday._

Ben pushed his book across his desk and stared at the wall.

 _Our birthday._

He thought back to last year. He and Gwen had fought the whole time, but that was also the day they played Sumo Slammers together for the first time outside of summer. It hadn't been _all_ bad.

He also remembered how their grandfather had wanted them to give each other presents as well. He did that pretty much every year, and they'd never reacted very well to it before. They'd never enjoyed sharing a birthday before, after all. But this year, things between him and Gwen had been noticeably different. Maybe they _could_ stand to share their birthday now.

 _And maybe I should get her a present._

Ben wracked his brain trying to think of something Gwen would like. He knew she liked books, karate, magic, shopping, and their summer trips. And video games, now that she could beat him at some of them. She liked just about anything she could beat him at, really.

 _Maybe I could get her a_ _piñata shaped like me._

Ben figured getting her a book would be good, but she already had a pretty extensive collection, and he had no idea which books she'd want that she didn't already have. He considered asking her, but decided he'd rather it be a surprise. And he'd be way too embarrassed.

Ben looked around his room for any inspiration. Something sitting on his shelf caught his eye. He had an idea.

* * *

December 10th.

Gwen sat in the backseat on the drive over to Ben's house. She was pretty excited.

 _My first birthday with a friend._

Gwen had been something of a loner her whole life. Most of her hobbies were things that were done solo, like reading, and her commitment to her schoolwork (which Ben described as "being a nerd") had made it somewhat difficult to make friends at school. She had some friendly acquaintances, like Emily, but it wasn't until she started regularly hanging out with Ben that she really thought of anyone as a true friend. And even though she'd spent most of her birthdays with Ben, this one was different.

 _This time, we're friends._

However, Gwen tried not to show her excitement. Like Ben, she still wasn't quite ready to admit to her parents that she and Ben had become friends. She hadn't even said it out loud to Ben yet. If she weren't trying to hide it, she would have been bouncing in her seat like an excited Lucy. Instead, she lazily leaned on the door and looked out the window, trying not to grin too much.

When they arrived at Ben's house, she got out of the car and raced to Ben's front door. She realized too late just how eager she must have looked, but she hoped her parents would just write it off as her being excited to see her grandfather or something. Luckily, after she knocked on the door, it was Max who answered.

"Ah, Gwen! Welcome. And happy birthday!"

Gwen smiled warmly, happy to see him. "Thanks! It's great to see you, Grandpa." She gave him a hug before he led her and her parents inside. Ben's parents greeted them next.

"Heeey, there's the birthday girl!" Carl stepped up and ruffled Gwen's hair.

"You're nearly a teenager now. I can hardly believe it!" Sandra came over and hugged her.

Gwen chuckled. "Thanks, Uncle Carl, Aunt Sandra."

Then Ben came into the room.

"Happy birthday, young man." Frank gave Ben a firm pat on the shoulder. "And thank you for inviting us. I'm glad we could be here today."

"Uh, thanks," Ben said, taking a step back and rubbing his shoulder.

"Congratulations, Ben." Natalie handed him a small wrapped gift. "Please put this with your other gifts. You can open it later."

Ben accepted the gift with a nervous nod. Gwen chuckled to herself. Ben had always been a little afraid of her mother. He once said she reminded him of a vampire.

Ben glanced over at Gwen, so she shot him a smile. He gave her a look and opened his mouth like he wanted to say something, but he stopped himself and walked away. Gwen scrunched up her face in confusion. He seemed nervous. It had been a long time since he acted like that around her.

 _Must be because our parents are here._

Just like last year, those in attendance included only Ben, Gwen, Carl, Sandra, Frank, Natalie, and Max. But unlike last year, when Ben's parents led everyone into the dining room for dinner, Gwen immediately went to sit down next to Ben instead of trying to sit as far away from him as possible.

As everyone began to eat, the adults quickly began their own conversation. Ben and Gwen didn't mind though, and started to chat about school.

"I finished studying yesterday, so I should be good for the test," Ben said.

"You should still review everything again before the test, though," Gwen told him.

Ben groaned. "Why? I already know it."

"My way works, remember? You only did good on your last test because of me."

Ben chuckled. "Maybe. But half the test wasn't even stuff they told us to study for, so who knows how much studying helps for that class."

"I _hate_ when teachers do that," Gwen said in agreement.

Both of them noticed the adults weren't talking as much at the moment. They looked around the table, and saw most of them were looking at them.

"What?" Ben asked a little forcefully, feeling self-conscious.

"Nothing," his father said. "We're just happy to see you two finally acting like friends."

"... _Shut up,_ " Ben said, scowling.

"Ben! There's no need for that," his grandfather scolded him.

Gwen hung her head. She was as embarrassed as he was to have it pointed out like that, but it was kind of insulting for Ben to act like it was such a bad thing.

 _Think before you speak for once, Doofus!_

After dinner, Ben's mother asked if they wanted to have the cake or open their presents first. This was normally something Ben and Gwen fought about on their birthday.

"The cake looks delicious. Let's have that," Gwen said.

"Pfft, come on. The presents are what we're really here for," Ben argued.

Gwen looked at him pleadingly. " _Please?_ " The cake really did look extremely appetizing to her.

Ben looked at her for a second. "Eh, fine."

 _Wow. I can't believe that worked._

A few of the adults snickered a little at that exchange.

"What's so funny?" Ben asked defensively.

"Ben, come on," Gwen said quietly, putting her hand on his shoulder in an attempt to tell him to relax.

Ben dismissively swiped Gwen's hand off of him, but said nothing. He still looked a little ticked off.

Sandra got up and brought the cake over to the table, placing it down in front of the two of them. She began lighting the candles while she and the other adults sang 'Happy Birthday.'

Ben buried his face in his hand, muttering for them to stop singing. Gwen also found it a little patronizing, but she laughed it off, enjoying Ben's reaction to it more than anything.

"Make a wish and blow out the candles, now," their grandfather told them.

Ben and Gwen looked at each other. There was a moment's hesitation, and then they nodded. Together, they blew out the candles, and everyone else clapped. Gwen turned to Ben again, but he was already reaching for a knife to cut the cake with.

 _There's no chance we wished for the same thing, is there?_

Then came time for presents.

The Tennyson family moved into the living room where the parents and Max had piled their gifts. Ben and Gwen sat across from each other on the floor. Gwen examined Ben and tried to read the expression on his face. Earlier, while they were eating cake, he seemed pretty happy. But now he seemed deep in thought, and maybe a little nervous. He kept looking at everyone else, but he wouldn't look at her.

 _What's up with him?_

The two of them started grabbing presents with their names on them and tearing into the wrapping paper. They ended up getting the usual assortment of stuff. Books, clothes, games, some things they'd asked for, and some things they hadn't. The last present Ben opened was a new Kangaroo Kommando game. Gwen didn't even know that show had a game series, but Ben seemed pretty excited about it.

"Awesome!" Ben held up the game excitedly. "Thanks, Mom!" Then he turned to Gwen. "Wanna go try it out?"

Ben's love of video games always seemed to snap him out of his weird moods. He couldn't seem to look at Gwen a second ago, and now suddenly he was fine again. Gwen had no idea what to make of that. Somewhat hesitantly, she agreed. "Okay," she said. Ben stood up, and so did she.

"Hold on a moment," Max said.

"Oh, right." Gwen turned to the adults with a smile on her face. "Thanks for all the birthday gifts, everyone!" she said politely.

"Uh, yeah, thanks," Ben said.

"You're welcome, kids. Just one more thing, though," Max continued. "Do either of you have presents for each other?"

 _Just like last year._

Gwen was expecting this, but she didn't say anything. In fact, she actually felt kind of guilty. Sure, she'd never given Ben a gift on their birthday before, but now she was thinking maybe she should have this time.

Ben had a strange look on his face. He seemed nervous again, and his mouth was hanging open a little like he was about to say something to her. Then he looked around the room. Their parents were staring at them with happy and expectant looks on their faces. Ben suddenly look annoyed and turned to Max. " _No,_ of course not!" Ben said, becoming very defensive out of nowhere. "What kinda geek thing would I even get her? A math textbook?"

"Alright, Ben. There's no need for that attitude," Max said, more sternly than before.

Ben grunted. "C'mon, let's go." He signaled for Gwen to follow him out of the room, wanting to head for the room where he had his game console set up.

Gwen gave an apologetic look to their parents and to Max, then quickly followed Ben. She was surprised and a little offended by his behavior. Ben's outburst had been a little much.

 _Where did that come from?_

"What's your problem?" Gwen asked once they were in the privacy of Ben's game room.

"What do you mean?" Ben asked.

"I mean, what was _that?_ " She gestured back to where they'd just come from. "You were already acting kind of strange, but _that_ came out of nowhere. You could've just said ' _No, I didn't get Gwen a present._ ' You didn't have to go and be a jerk to Grandpa about it!"

Ben looked a little remorseful for a moment, but then he matched Gwen's fierce expression. "Well, what do you care? Did you get _me_ anything?" he asked.

"Well, no, but-" Gwen started to respond, but Ben cut her off.

"Exactly! See? We don't get each other presents. We're cousins, not friends."

Ben knelt down in front of his game console, pulling the plastic covering off of his new game case. Then he took the disk out and put it in, turning on the console and the TV. Grabbing some controllers, he stood back up. "Here, you want the-"

Ben stopped in his tracks when he saw Gwen. She was glaring at him with the most shocked, angry expression he'd seen on her in a very long time.

"Whoa, what's wrong with you?" he asked, immediately realizing that wasn't the best way to ask that.

Gwen could barely talk. A tear or two slid from the corners of her eyes. "You…You…You are the most _unbelievable, inconsiderate, self-centered little_ …" She cut herself off before she got to the cursing.

" _Hey!_ I'm not the one getting mad about something so _stupid!_ We both got _lots_ of presents. What difference does one more make?" Ben tried to defend himself.

"I don't _care_ about the-" Gwen put her hands to her face and breathed deeply. Without another word to Ben, she turned and left the room.

 _Of-freaking-course! Only Ben could be that offhandedly inconsiderate. Just when everything was going great, he has to ruin our birthday by saying something like that!_

When she walked back into the living room, Max was talking with their parents. The look on her face told them all something was wrong.

"Gwen, what's the matter?" Max asked, his concern immediately obvious.

"Ben's being a jerk again," she spat out. She turned to her parents. "Can we go now?" she asked.

Gwen's mother rolled her eyes, like she knew this would happen. Gwen's father looked more concerned. "Are you sure, honey?" he asked.

"Yes," Gwen said flatly.

The adults exchanged confused looks. Everything had seemed okay just a few minutes ago, so this came as a shock to them all.

"Well, okay. I guess it's getting late anyway," Frank said. Gwen and her parents gathered up her gifts and said goodbye to Max, Carl, and Sandra, and then they left.

"I think I should go talk to Ben," Max said to Ben's parents once the others had left.

Carl sighed. "No, it's alright, Dad. You know how they get. I'm sure they'll both be over it by tomorrow."

* * *

Later that night.

Ben sat on his bed. He held the present he was going to give to Gwen in his lap, staring at it.

 _I shoulda just given it to her._

He'd been scolding himself ever since Gwen left. He wasn't sure if Gwen could somehow tell he had a gift for her that he was refusing to give, but something had seriously upset her, and he had a feeling this had something to do with it.

 _Why couldn't I just give it to her?_

He'd had every intention of giving Gwen a gift, right up until the actual day came around. He didn't know why, but he just froze up. Maybe it was too embarrassing or too awkward or he thought she wouldn't like it, but he'd panicked.

Ben put the gift down and lied back. "She hates me now," he said out loud. He wasn't even sure what he'd done, but he knew he'd done something. At the time, she sounded like she was going to say it wasn't actually about the gift, which would've made sense since she hadn't gotten him anything either. He knew he'd acted like a jerk, but he did that all the time when they got together with their family. At least he thought he did.

 _What did I do?_

He looked at the clock. Tomorrow was Saturday. He and Gwen didn't have any plans, but they usually met up at the park on weekends to spend the day together.

 _Should I even go?_

Ben considered it. He didn't want to go for nothing.

 _Of course I should._ _I gotta apologize._

He rolled his eyes.

 _Classic Gwen. I don't even know what I did and I still gotta say I'm sorry._

* * *

Saturday.

Ben sat on his usual park bench. It was around the time he usually met Gwen. He realized how weird it was that that was even a thing. They had never once officially decided that this was the designated meeting time and place, and yet it had become second nature to them both. Routine, even. And that might have been why it was so distressing when Gwen didn't show up.

He waited there for an hour. He didn't want to leave because he kept telling himself she'd be there any second now, and he didn't want to text her either. To him, that would be like admitting defeat. If he was desperate enough to contact her first, it would show he missed her.

Ben laid down on the bench.

 _She's really not coming._

He tried to think of how long it had been since they went a day without seeing each other. They spent every day together over the summer, and other than their first day back, they'd somehow managed to find at least an hour of time to spend together every day for the last three months, even if that meant just Skyping or texting.

Ben tried to stop thinking about it. For some reason, even though it had been great spending so much time with her, it felt... _strange_ to think about it. Like he and Gwen were doing something weird by being so close.

But he couldn't help it. He knew he must have screwed up big time for Gwen to be mad enough to not want to hang out like they usually did. Heck, even when he gave her a black eye that one time she was still ready to hang out with him the very next day.

Ben put his hands over his face.

 _I really blew it this time._

* * *

Gwen sat in her room staring at the clock. She couldn't decide what to do. She was still mad at Ben. She'd been so happy when she realized they'd become friends, and she finally knew what it was like to have a true friend after all this time. But all of that was ruined when Ben declared that they were, in fact, _not_ friends.

 _I knew this would happen. Things have been going too well for too long. It wasn't meant to last._

Part of her knew the best solution was to confront him about it. She knew she could easily go meet Ben at the park, tell him why she's so pissed off, and sort it out from there. But she couldn't bring herself to face him right now. She told herself it was because she was mad, and she wanted him to stew in his guilt for a while. She could make him wait at the park for her, wondering if she'll even show up while he thinks about what he's done.

But the truth was, she wasn't sure she could handle seeing him right now. She'd been biting back tears as she left his house yesterday. She couldn't remember the last time she'd felt this hurt by anything. If she tried to confront Ben now, she wasn't sure she'd be able to explain her situation to him without breaking down and crying. She definitely couldn't handle that. Crying in front of Ben would be the ultimate humiliation.

 _I'll just make him wait a little bit longer._

It was the third time she'd told herself that. But eventually, she decided it was too late. Ben would be long gone by the time she got there.

 _Whatever. Not like he even cares._

* * *

December 25th.

"Is Gwen gonna be there?" Ben asked.

"Uh, no," his father responded from the driver's seat. "Sorry, Ben. She's visiting her mom's side of the family this year."

"Oh." Ben stared out the window. He hadn't seen Gwen since their birthday party two weeks ago. He'd been hoping the Christmas party would conveniently force them to see each other so they could start hanging out again, but it looked like things wouldn't work themselves out that easily after all.

Since Joel was hosting their family's Christmas party this year, they were on their way to his house. Without Gwen, the only other person at the party who was Ben's age would be Lucy. Ben smiled.

 _Well, guess it might be alright._

Lucy always made things interesting, and her friendly nature would probably help cheer him up a bit. Ben hadn't had many opportunities to hang out with Lucy alone yet either, so maybe Gwen's absence won't turn out too bad for him.

Joel and his family didn't live in Bellwood, so it was a much longer drive to get to his house than Ben would've liked. But after a couple of hours, they pulled into Joel's neighborhood and parked in the street outside his house. Ben helped his parents carry some gifts to the front door and rang the doorbell. He was expecting Lucy to be the one to greet them in her usual exuberant fashion, but it was Camille who opened the door.

"Hello, everyone," she greeted them warmly.

"Hi!" Sandra gave Camille a brief hug as she stepped inside. "You look gorgeous. I _love_ your dress." Camille was wearing a blue dress that Ben thought seemed too fancy for just a family gathering like this, especially considering his parents weren't dressed much less casually than they usually were. He was glad all they made him do was put on a slightly nicer shirt.

"Thank you! You all look nice as well," Camille said. "Here, let me give you a hand with those." She grabbed a few small boxes off the tops of the stacks Ben and Carl were carrying. "You can put those down over here," she said, leading them over to the Christmas tree in the living room.

Ben's parents walked away to go mingle with other members of their extended family who had gathered for the party. Camille placed her hands on Ben's shoulders. "You should go find my cousin, little hero," she said, speaking close to his ear so his parents wouldn't hear her nickname for him. "She's been dying to see you."

"Uh, sure. Okay," he said with a smile, a little flustered.

Camille chuckled good-naturedly, then walked away to rejoin the party. Ben kept looking at her for a moment. Seeing her in that dress reminded him of her and Joel's wedding when he first met them.

When Ben went off to search for Lucy, it didn't take him long to find her. He could hear her laughter from two rooms away. Following her voice, he found her standing in front of a half-circle of their relatives who had gathered around to listen to her tell a funny story. Ben stood in the room's entryway and listened too. Trying to talk to her now would also get him the attention of all those other distant relatives, which is something he usually tried to avoid at family gatherings. Lucy didn't seem to mind it though. She was positively glowing as she ate up their attention.

Ben noticed Lucy was also dressed kind of nice, wearing a dress very similar to Camille's.

 _Is she trying to imitate her?_

Lucy seemed to somewhat look up to her older cousin, so it wouldn't be surprising. And she was a shapeshifter, after all.

As Ben looked at Lucy, the image of Gwen trying on that dress at the mall that one time popped into his mind. He frowned and shook his head.

 _Why am I thinking of her now?_

Lucy finished telling her story, and the whole room erupted with laughter. Ben was still kind of spaced out, so he missed what she said, but he laughed lightly anyway. His laughter must have still been noticeable though, because Lucy immediately turned toward him. She gasped in excitement when she saw him.

"Ben!"

 _Here it comes._

Ben shifted his feet to strengthen his stance just in time for Lucy's tackle-hug.

"Woohoo! You're here! You're here!"

"Yep, I'm here. The one and only."

"It's so good to see you! It's been too long!"

"But it's only been a month this time."

"Which is _too long_ , you dummy!"

Ben laughed. "Yeah, would be cool if you lived in Bellwood. Then we wouldn't have to drive this far to see you. And we don't have many girls as cool as you in my town."

Lucy gave him a knowing smile. "Well, you've got at least one."

"...Yeah."

 _Probably shouldn't mention she's mad at me right now._

"It's a shame she couldn't make it. But hey," Lucy wrapped both arms around Ben's arm. "Gives us some time to be alone, huh?" she said quietly, looking him in the eye and giving him a teasing smile.

Ben started to panic a little. "Um, yeah, real shame. Hey, uh, you got any food? I'm starving."

Lucy gasped like she just remembered something. "Ooh! Yeah, come on, come on!" Lucy unceremoniously abandoned flirt-mode and dragged Ben by the hand into the dining room. A huge buffet table was laid out. "Okay, so we've got, like, _food_ food here and then there's dessert food in the kitchen. There's a bunch of different drinks in there too, but we're only allowed to have the soda. Oh! I made these. Try one!" Lucy shoved a plate into Ben's hands and put a homemade bread roll on it. "And there's plenty of ham left over there. Apparently it's from the same animal as bacon, even though it tastes _nothing_ like it."

Ben chuckled. It was easy to forget Lucy was an alien sometimes, so he always found it amusing when ordinary things seemed fascinating to her.

"So you're a chef now, huh?" Ben asked as he began loading up his plate.

Lucy giggled. "Camille and Joel were teaching me a bit. Baking that bread was _so_ fun. The dough felt like a lenopan!" Lucy grabbed a plate and starting assembling another helping for herself. It sounded like she'd already eaten before he arrived, but Ben guessed she could eat more food than a normal human. "You gotten to use the watch much recently?" she asked as she and Ben went into the other room to sit down and eat.

Ben glanced around to make sure no one was listening to them. Talking about the Omnitrix was always a little risky. "Nah, I wish," he said, shaking his head. "I mean, I still use it for little things here and there. XLR8 is useful when I need to get across town real quick. And I use Ditto to get my chores done easier. But since summer break ended, I haven't been able to use it for its real purpose."

"Fostering peace among worlds?"

"Beating up bad guys."

Lucy laughed. "Yeah, I guess that's more your style."

"Yep!" Ben said proudly. "What would you use it for?"

"Hmmmm…" Lucy thought about it while she chewed her food. "Travel the universe and make out with every kind of alien!"

Ben nearly choked on his food. "Ha, wow…"

"But then again," Lucy said, rubbing her chin like she was deep in thought. "I can already _look_ like them all. So I guess the only thing stopping me from doing that right now is I don't have a spaceship. Where can I get one around here?"

"...Uh, NASA?"

"Or I could just borrow Camille's. She said she'd teach me how to fly it someday anyway."

"Camille has a _spaceship?_ " Ben asked in a surprised whisper, trying to keep his voice down.

"Well _duh_ , how'd you think we got here?"

Ben looked around the room again. "We probably shouldn't talk about this here," he said, spotting several of his relatives milling around. "Most of them don't know about that stuff yet."

"Okay, okay," Lucy said. Then she smiled at him. "Wanna come up to my room, then?"

Ben looked at her skeptically.

 _She's up to something, isn't she?_

But then again, he would much rather talk about aliens and the Omnitrix than sit around and wait for obscure relatives to come and make small talk with him. Maybe having some privacy wasn't a bad idea.

He shrugged. "Sure, alright."

Lucy giggled and took Ben by the hand. She led him through her house and up the stairs. When Ben set foot in Lucy's room, it was simultaneously the girliest and the nerdiest place he'd ever seen. There was pink _everywhere_. Stuffed animals of varying sizes and shapes were strewn about the bed and the floor. There were clothes left out all over the place too, which Ben thought a shapeshifter wouldn't need. Her desk was covered with glittery art supplies. Superhero and anime posters covered the walls. One bookshelf was filled with books, while another was simply a display of figurines and toys.

"... _Wow_ ," Ben said in astonishment.

" _Heeheehee_ , pretty neat, huh?" Lucy closed the door behind her as she followed Ben into her room.

"It's almost as messy as _my_ room. That's impressive." Ben walked over to the wall to check out the posters. "Oh, this one's sweet!"

"Oh _Ben~_ " Lucy said in a sing-song voice. "Look where _I am~_ "

"Huh?" Ben turned around. Lucy was still standing in front of the door, smiling expectantly with her hands behind her back and rocking back and forth on the balls of her feet. "What?" Ben asked.

Lucy pointed upwards. There were green leaves of some kind with little red berries on them hanging above her doorway. Ben recognized it as a common Christmas ornament, but he still looked confused. "I'm standing under the _mistletoe_."

Ben furrowed his brow. "Oh, is _that_ what mistletoe is?"

"I know, right? It doesn't look anything like a missile _or_ a toe. But!" Lucy snapped her fingers like she just remembered what she was doing. "You know what you're supposed to do when someone stands under the mistletoe, _riiiight_?"

It took Ben a moment, but he got what she was saying. "Wait, you mean…?"

 _She wants me to kiss her?!_

Lucy just nodded, smiling suggestively and beginning to advance on him.

Ben took a step back. "Lucy, come on. We're...you know...related. Sort of."

"So?" Lucy got closer and closer. "We've already danced together, haven't we?"

"That was at a wedding," Ben argued, backed up against the wall now.

"I know! Wasn't it _romantic_?" Lucy took Ben's hands and placed them on her waist. She slipped her hands onto his shoulders, and before he knew what was happening, they were slow dancing again. "Just think of it as a Christmas present…" She locked eyes with him, her face inches from his. All he had to do was close the gap…

But he didn't. They swayed back and forth for a few moments, but once it became clear that Ben wasn't budging, Lucy broke out in uncontrollable giggling.

"What? What's so funny?" Ben asked.

Lucy let go of Ben and lept back. "Aww, you're good! I knew I wouldn't getcha so easily."

Ben breathed a sigh of relief, leaning back against the wall again. "Were you just...messing with me?"

Lucy laughed. "Who knows?" She hopped back in front of him, leaning in close. "So? Why didn't you do it? You got a girlfriend already?"

"What? No..."

"But you got someone on your mind already, right?"

"No. What are you even talking about?" Ben didn't particularly care for any of the girls at his school, not that he really talked to them. And he didn't expect to see Kai again any time soon.

"Heehee, yeah you do!" Lucy stepped back and twirled into the center of the room, finally giving Ben some personal space. "But that's okay, you don't have to say it."

Ben didn't really know what was going on. Lucy could be even more confusing than Gwen sometimes. He stayed where he was, confused and trying to decide what to do.

Lucy's playful expression faltered. She looked concerned now. "Sorry, was that not cool?" she asked, her voice more serious than Ben was used to. "I didn't mean to make things weird."

"No, no, it's fine," Ben said. He cleared his throat and stopped leaning on the wall. "It's just, you got me, you know?" He nervously laughed it off. "But hey, the next prank's gonna be on you. I'll get you back, just you wait!" he declared.

Lucy seemed relieved by that answer. "Good!" she said brightly, her playful energy returning to her. "Bring it on!"

After the awkwardness of the situation wore off, Lucy gave Ben a tour of her room. Almost everything she owned seemed to have a little story behind it, including why she wanted it and how she got it. They talked a bit more about the Omnitrix and other alien things they had to keep secret from most of the family.

Once they got caught up on all that, Lucy led Ben back downstairs for some dessert. Ben ended up having to talk with a bunch of other family members downstairs as well, but he spent pretty much the whole night with Lucy. It was a lot of fun, and they both got to open some Christmas presents too. But every now and then, he felt like something was missing.

 _I wish Gwen was here..._


	10. January-February, Year 2

**January, Year 2**

Gwen didn't see Ben again until after New Year's. They could have met up earlier than that, but they were both too proud to contact each other. However, despite this, they would both still go to their regular meeting spot at the park now and then, hoping the other would be there. The problem was, they did it sporadically and never stuck around for very long, so it took a while for the two of them to happen to be there at the same time.

On that day, Gwen got their first. She went to the park after school and waited for twenty minutes. Like usual, she felt stupid, and was right about to give up when she spotted Ben. He saw her too, and they made eye contact from really far away. Gwen hated it when that happened.

For a moment, they just stared at each other. Each was surprised the other was actually there. In that moment of hesitation, Gwen was worried Ben would just walk away. But he didn't. He walked towards her and closed the distance between them until he was standing right in front of her.

"Hey," Ben said.

"…Hey," was all Gwen could reply.

There was an awkward pause. Gwen wasn't sure what to do. She thought about calmly explaining to him why she had gotten so upset with him on their birthday, and she also thought about hitting him with a blast of magic.

Ben broke the silence first. "I was gonna go to Burger Shack. You wanna come?"

Gwen was surprised. Ben seemed rather casual. She'd been expecting him to be angry and demand an explanation for why she'd gotten upset, or for him to be apologetic. After all, they both hated being apart like they had been ever since their birthday. He should care about that.

 _Shouldn't he?_

Gwen looked around. There wasn't anybody standing too close to them, but they were not alone in the park. She wanted to talk about this with Ben, but they didn't have enough privacy out here.

 _Maybe that's why he isn't saying anything._

She decided to hope that was all it was. "Uh, sure. Okay," Gwen nodded, agreeing to Ben's invitation. With any luck, if he still cared, he would bring it up later when they were alone.

And so, they spent a good deal of their afternoon together. But as Gwen expected, Ben never questioned her about why she had gotten so upset on their birthday. They went about their business as usual, almost as if it hadn't been a month since they last hung out.

But as they were hanging out, something just felt... _off_ to Gwen. Being with Ben just didn't feel the same as it did before. She couldn't quite put her finger on what it was until they were walking home, but that's when she realized something. They hadn't insulted each other all day.

Usually when they hung out, they were full of clever jabs and witty insults, or at least as clever as twelve year olds could be. Calling each other "Dweeb" and "Doofus" had been a regular thing before, and it even seemed kind of affectionate. But they didn't do any of that today. It was weird that the absence of something like that could seem like a bad thing, but to Gwen it did. Instead, they spoke more plainly to each other. They talked about school, they talked about what they'd been up to lately, they talked about which presents they liked and which ones were stuffed in the back of their closet already. They were catching up the way two cousins would, not the way two friends would.

 _But we're alone now. If he cares about this anywhere near as much as I do, he'll say something._

She wanted so badly to say something herself. If she did, it would surely force Ben to confront the issue. But, in her mind, Gwen was _always_ the one putting the effort into making this friendship work, if she could even call it a friendship at all. If Ben couldn't even be bothered to do something to help once in awhile too, then this whole thing was meaningless. She didn't want a relationship as one-sided as that.

But as they got closer and closer to her house with Ben saying nothing of importance, Gwen became less and less convinced that their friendship really mattered to him at all.

When they arrived, Gwen walked up the front steps and put her hand on the doorknob. She stopped and turned back to Ben, waiting.

Ben lifted his hand and casually waved to her. "See ya later," he said.

Gwen's heart sunk. Not only was he not interested in resolving things with her, he didn't even seem like he wanted to make plans to see her again anytime soon.

"What's the matter?" Ben asked when Gwen continued to stand there instead of going inside.

"Nothing. See ya," Gwen said dejectedly. Without another word, she went inside and headed straight up to her room.

She'd prepared herself mentally for this possibility. Even if she was hoping today would be the day they finally fix their relationship once and for all, she knew it probably wouldn't be. She didn't even feel sad or angry like she had on their birthday. Instead, she just felt... _empty._

 _Was this really all for nothing?_

By now, the pattern in their relationship had become perfectly clear to her. They get along, they hang out, they fight, they stop hanging out, they make up, they start hanging out again. It just kept repeating like that. But even though it was a cycle, Gwen had always felt like they were making _some_ progress; like every time they fought and made up, they were able to stand each other just a little bit more, even to the point of friendship.

 _But I was wrong._

She and Ben were not friends. They were never friends. Maybe they'd never be friends. She had no idea when or why this had become such a big deal to her, but the realization crushed her.

* * *

As Gwen expected, she and Ben eventually stopped hanging out almost entirely.

For a little while, it seemed like that wouldn't be the case because they met up a few more times each week. But like before, something just felt off. They didn't feel as relaxed around each other anymore, and they simply weren't having as much fun. They both felt it. So, without saying anything about it, they just started seeing less and less of each other.

Worse still, they were fighting again. Not the playful fighting they'd gotten used to recently, but actual fighting, like they'd done at the start of their first summer together. It got a little bit worse every week, and it eventually reached a breaking point near the end of January.

One night, Gwen was watching the news. Since she wasn't hanging out with Ben as much anymore, she ended up watching a lot of TV and doing other meaningless things to kill time. She didn't like having this much free time, but she didn't want to start filling every second of her life with activities again like she did when she was younger. She was past that.

Nothing too exciting was on at first, but then a news broadcast came on about another sighting of one of the alien heroes in Bellwood. Gwen sat up at attention immediately. On her TV screen, she saw shaky-cam footage of XLR8 zooming up to some criminals, beating them up in seconds, and then zooming off again. The footage was apparently from last night.

"What the…?" Gwen said under her breath. She glared at the screen even though XLR8 wasn't on it anymore.

 _He's doing it without me._

This was a first, as far as she knew. Ben had only gone hero-ing a few times outside of summer, but he had always come to her for help whenever he did. This time, she wouldn't have even known about it if she hadn't seen it on the news. She didn't appreciate being left out like that, and she knew their grandfather wouldn't like him going off to fight crime on his own either. It gave her a terrible, sinking feeling in her gut. Ben ignoring them to be a hero on his own...It reminded her of the Ben she'd met when she went twenty years into the future. She thought she'd prevented that future entirely.

 _I hope he's not still turning into that jerk..._

Gwen went up to her room, took out her phone, and called Ben. "Come on, pick up you little-"

"What?" Ben's voice came through the phone.

"Um, excuse me? Just what the hell do you think you're doing?" Gwen demanded.

"Well, right now I'm talking to a Dweeb on the phone. Why?" Ben retorted without hesitation.

"Don't play dumb, although I guess you're not really playing. I saw you on the news, Doofus." Gwen was making it clear by her tone that she wasn't joking around. "What do you think you're doing, going hero on your own like that?"

Ben scoffed. "I don't need you to babysit me. I can handle myself."

"Oh, sure. I guess all those times you needed me to save your sorry butt don't count, huh?"

"Who cares? I'm the one with the watch. With this thing, I'm pretty much unstoppable," Ben bragged.

"I _knew_ it. That _stupid_ watch of yours has always made you _so_ arrogant. You think you're _so_ much better than me just because you can turn into a giant _fly_. Well, guess what? Next time you need help, don't come crying to me!"

"Gwen-" Ben started to talk, but he was abruptly cut off by Gwen hanging up. She lifted her arm and was about to throw her phone at the wall, but she stopped herself. Instead, she dropped it onto the bed, then laid down and moaned. It took a moment, but realization eventually set it.

 _That was dumb._

She was angry, and she had every right to be angry, but still...Why would she want to make things _worse_ with Ben than they already were?

So now she was mad at Ben _and_ at herself.

 _Why do we always have to do this?_

* * *

Ben didn't take that conversation much better than Gwen did. He'd actually been planning to do something productive tonight, but after Gwen hung up on him, all he could think about was her.

 _Who does she think she is, calling me arrogant?_

As far as Ben was concerned, Gwen was the conceited one. She always acted like she was a genius and treated him like he was an idiot. They both had superpowers, and yet she thought she was the only one who could use them responsibly. Sure, he was always overconfident in his abilities whether he was fighting aliens or just having a competition with Gwen, but she wasn't any different.

Like usual, Ben didn't even see why Gwen was that angry about this. Truthfully, he didn't think she would have even _wanted_ to come with him on his latest crime fighting excursion. Lately, she hadn't seemed particularly interested in hanging out with him. She'd been ditching him more and more, and when they did hang out, they just ended up fighting half the time anyway.

Ben looked down at the Omnitrix. It had felt so good to use it again. It always did. He wondered if Gwen felt the same way when she got a chance to use her magic. He sighed.

 _Maybe I should have invited her._

After all, he would hate to miss a perfect opportunity to go hero. If Gwen felt the same way about using her magic, she would probably hate missing an opportunity to use it just as much.

Ben's expression toughened. He stopped himself from thinking like that. He didn't want to second guess his decision not to invite her. He couldn't let her win like that, even if it only meant admitting it to himself.

* * *

 **February, Year 2**

Ben and Gwen still hadn't made up since their fight about Ben going hero on his own. That had been a couple weeks ago, and they hadn't seen each other since. They told themselves they were better off without the other around, but everything else in their lives was going about as badly as it usually did when they were separated.

So when Gwen spotted Ben at the mall one day, she wasn't exactly happy to see him. She already wasn't in the best of moods while she was shopping, but her mood got even worse when she saw Ben. He was sitting on a bench eating donuts from a stall a few yards away. She considered just ignoring him and walking away without letting him know she was there, but she had a lot of resentment built up towards him that she wanted to vent a little.

She walked up behind Ben. "What are you doing here, Doofus?" she asked. It was a fair question, since Ben didn't seem to like the mall.

Startled, Ben stood up and looked behind him. "Oh, great. Figures I'd run into you here. What are you doing here, Dweeb?" he returned the question.

"I asked you first!" Gwen said.

Ben rolled his eyes. "Well I definitely didn't come here to see the world's grumpiest redhead. I was gonna buy this game I wanted, but they didn't have it."

"Great! Then there's no reason for you to stay. You should get going." Gwen smirked.

Ben chuckled. "Nah. If me being here annoys you, maybe I'll just stick around."

"Yeah, how about no? I'd rather not be seen anywhere near you in public," Gwen replied.

"Well I'd rather not be near you _anywhere._ "

Ben and Gwen glared at each other for a moment, until they heard someone say Gwen's name. "Gwen? Is that you?"

They looked off to the side and saw three girls their age just inside a nearby clothing store. One of them was looking through a clothing rack, one was typing something on her phone, and the one who had spoken was walking up to them.

Ben didn't recognize them, so he figured they went to Gwen's school. They immediately reminded him of 'the pretty girls' at his school, the ones J.T. and Cash always tried and failed to hit on. If these girls were anything like those ones, then they probably wouldn't have much in common with Gwen, so he was a little surprised one of them was seemingly friendly with her.

 _Are these Gwen's friends?_

"Well, fancy seeing you here!" the girl said to Gwen.

Gwen stared at her. She kept a straight face, but it was clear to Ben that Gwen was _not_ happy to see the other girl. "Hi, Nicole," she said unenthusiastically.

"Oh, it's been too long since I've seen you! I guess it's hard to see you all the way up at the front of the class!" Nicole's voice was dripping with insincerity, and Ben suddenly realized why Gwen wasn't happy to see her.

"I don't sit in the front. And we're not even in the same class," Gwen replied coolly, trying to brush off the other girl's nonsensical insults.

"Hey girls, look! It's Gwen!" Nicole said, completely ignoring Gwen's response and calling out to the other two girls still in the store.

The girl on her phone glanced up for a second. "Hey," she said without a hint of interest.

The other girl combing through the clothing rack looked over and saw what was happening. She rolled her eyes and sighed. "Nicole, don't be a bitch." She didn't seem surprised by her friend's behavior.

"I'm not! Can't I say hi to a classmate?" Nicole said, denying her friend's request. "So, you here shopping?" she asked, turning back to Gwen. "Is this new?" She pinched the sleeve on Gwen's shirt. Gwen pulled away from her immediately, but Nicole continued unfazed. "Oh, what am I saying? Of _course_ it isn't!" She laughed at her own joke. Ben and Gwen both rolled their eyes.

" _Nicole_ ," the other girl behind her said forcefully, but Nicole ignored her.

She turned to Ben next. "Hmm? And who's this?" she asked.

Ben was startled by the attention suddenly being shifted to him. "Um-" He started to say something, but Nicole continued to talk.

"Are you here with Gwen?" she asked.

"Well, no-" Ben began to reply before getting cut off again.

"I didn't think so. I should've known better than to think Gwen would be here with a friend, let alone a boyfriend!" Nicole gave Gwen a smug look. Her friend behind her sighed and facepalmed.

Ben rolled his eyes again. As immature as he could be, even he thought Nicole's whole routine was getting old. She was essentially just Gwen's version of J.T. and Cash. He hadn't really thought of it before, but it wasn't that big of a surprise to learn Gwen also had trouble with kids like that at her school too. He figured Gwen wouldn't be too bothered by this girl, but when he was about to ask Gwen about her, Gwen turned and ran away.

"Gwen!" He called after her.

"Ooh, guess Little Miss Perfect couldn't handle it. Probably running off to go cry somewhere," Nicole said with an insufferable grin. "How lame is she, huh?"

Ben glared at her. It had been a long time since he'd last been this tempted to go hero on someone who wasn't an alien or a criminal. He opened his mouth to say something nasty to her, but just before he did, Nicole's friend came up behind her.

Up close, Ben could see the other girl was a full head taller than Nicole. She grabbed Nicole by the ear and tugged. "Come on, you little imp."

" _Ow!_ Ow, ow, ow, let go, let go!" Nicole complained.

The taller girl mouthed 'Sorry' to Ben as she pulled Nicole back towards their other friend who was still on her phone.

Ben took a moment to process what had just happened. Nicole seemed to be under control now, so he didn't need to fight with her. But Gwen was still running away.

 _I need to follow her._

Without any more hesitation, Ben took off in the direction Gwen had gone. He'd forgotten how fast she was. He saw her leave through one of the mall's entrances, but she had enough of a head start for him to lose her by the time he got to the door. Standing on the steps leading up to the entrance, he tried to think. He wasn't even sure what he was going to do when he caught up to her. He just felt that he had to. He considered going hero. XLR8 or Stinkfly could be useful here, but it was too crowded. There was no way he could keep his transformation a secret. Plus, whatever he was going to do, he wanted to do it in person, as himself. His real self.

He decided she'd probably just kept running straight and didn't plan to stop until she was far away from those girls, and from him. So he took off running. He figured she couldn't be too far ahead of him, and she had to stop at some point.

After passing through the parking lot, Ben ran through a small grassy area and came to the edge of the woods. He didn't think she'd have gone in there, so he stopped and looked around.

 _Did I lose her?_

"Crap…"

He tried to think of where else she might have gone. If she'd taken a turn and ran back around to the other side of the mall, she could've headed home from there. Ben was just about to start running back when he heard a noise through the trees.

"Gwen?" he yelled into the woods. There was no response, but he figured she wouldn't want to talk to him anyway. Sighing, he set off into the woods. After a brief jog uphill through the trees, he came to a sudden downhill slope into a grassy clearing.

He found her there, sitting on the ground. Her arms were wrapped around her legs, pulling them into her chest so she could bury her face into her knees.

Ben stopped. He had never seen her like this before. Not since they were little kids, anyway. "…Gwen?" he hesitantly called out to her. Gwen said nothing. Ben could hear her sobbing lightly, but other than that, she had no reaction. Not knowing what else to do, he walked over, sat down beside her, and waited.

Gwen turned her head slightly to peek out from her knees for a moment. "Go away, Ben. I'm not in the mood."

Ben didn't say anything for a minute. Internally, he was panicking a little. He had no idea what he was doing here and he had no idea what to do now. But he felt like he had to help her. "I'm sorry about that jerk back there." When Gwen didn't respond, he continued. "Don't worry, I'm gonna help you get back at her. No one picks on my cousin like that."

"Will you _shut up?!_ " Gwen snapped, looking up to yell at him. Her face was full of anger, but Ben could see there were tears streaming down her face. "You've hated me our _whole lives,_ and _now_ suddenly you care so much about being my cousin?"

Ben shrunk back under Gwen's glare, then hung his head in shame. He turned away from Gwen and sat there looking at the ground for a moment. He wasn't sure whether or not Gwen was still glaring at him, but she didn't get up to leave.

"I never hated you." The words spilled out of him with no thought, but they felt like the truth. Ben looked back up at Gwen to see how she reacted. She was staring at him, wide-eyed and shocked, giving him her full attention. Everything felt heavy all of a sudden, and Ben hung his head again. He wasn't sure why, but he kept speaking. "We don't always get along. We fight constantly. There are times when all I want is for you to leave me alone…But I've never hated you. Even when we were little, when all we did was fight. I _never_ hated you," Ben repeated.

Ben chanced a glance at Gwen. She was still staring at him and there were still tears in her eyes, but she didn't look as sad anymore. "You stuck up for me to Kai. You jumped into the Null Void for me. You snuck onto Tetrax's ship for me. You're _always_ there to protect me. And Gwen," he locked eyes with her. "You're my best friend."

Before Ben even knew what was happening, Gwen had tackled him in a hug. He fell onto his back, with Gwen pressing her face into his chest. Ben wasn't sure how to react, so he let her lay on top of him and hugged her back. Then they sat up together, Gwen's arms still on Ben's sides and Ben holding her by the shoulders. Gwen was still crying, but she definitely looked relieved.

"I was _so_ miserable without you last year," Gwen confessed. "I was bored, and stressed, and confused, and I just wanted it to be summer again. And then, when we started hanging out this year, and then we stopped, I was _so scared_ that I was gonna _lose_ you again, and, and, and..."

Ben wrapped his arms around her and hugged her tight until she stopped crying.

"I felt the same way last year," Ben admitted. "It was the _worst._ I was angry. Like, _all_ the time. And bored. _Crazy_ bored."

Gwen breathed deeply. "On our birthday, you said we weren't friends."

"On our birthday, I was a Doofus."

Gwen laughed. Ben smiled. They collapsed onto the ground, lying down next to each other and staring up at the sky. Gwen breathed a sigh of relief.

"I'm sorry," Ben said after a moment, apologizing for what he'd said on their birthday.

"I'm sorry, too," Gwen said. "I should've just talked to you about it."

They lied there like that for a long time. They joked back and forth, talked about nothing in particular, and just enjoyed each other's company in comfortable silence. Both of them felt like a huge weight had been lifted off of them, and now they were able to relax once again.

Eventually, Gwen sat up. "You wanna come over to my house?" she asked. It felt good to say that. For a while there, she thought maybe she'd never get to say it again.

Ben sat up too. "Sure!" He smiled, then he had a look on his face like he'd just remembered something. "Actually, you wanna come over to my house instead?" He averted his gaze slightly, embarrassed. "I…I have something I want to show you."

* * *

"So, what is it?" Gwen asked. On the walk back to Ben's house, she'd ended up asking him this several times.

"I told you, it's a surprise," Ben responded. "I just…It'll be easier if I just show you."

When they got to Ben's house, Ben opened the door and looked around. "Mom? Dad?" he called out. No response. "Come on," he said to Gwen, leading her upstairs. Once there, they went into Ben's room and shut the door.

Gwen's face was a little red.

 _What's going on here?_

She thought Ben was acting really weird. And now she was up in his bedroom with him, alone, with his parents gone. "So, uh, what…what did you want to show me?" she asked nervously.

Ben looked her in the eye. Without a word, he walked over to his shelf, pulled a binder off of it, and brought it over to Gwen. He held it up to show to her. "Here," he said.

Gwen looked at the cover. In fancy lettering, it simply said "Summer" on it. Gwen took it from him and opened it. Her mouth dropped. It was a photo album with all the pictures she'd given him last year, plus several more she hadn't seen before.

Gwen sat down on Ben's bed. She flipped through the album. It was all there. Every city, every landmark, every stop on their trip, organized and presented beautifully. "When did you make this?" Gwen asked in amazement.

Ben was still standing, and looking more embarrassed than ever. "A few months ago. I was…I was gonna give it to you for our birthday," he said. Gwen stared at him with her mouth hanging open, speechless. "I know, I know, it's corny and lame and stuff. But I-"

Without warning, Gwen put the album down on his bed, stood up, and hugged him again. Ben nearly lost his balance. Gwen was smiling, and her eyes were a bit watery. "This is one of the nicest things you've _ever_ done for me!" she said. She hugged him tighter. "Thank you, Ben."

Ben was pleasantly surprised by her reaction. "You're welcome, Gwen."

The two of them sat down side by side on Ben's bed and looked through the photo album together. They laughed as they reminisced about their adventures. The whole time, Gwen couldn't get over the fact that Ben had actually planned on giving her a birthday present.

"We should make one of these for last summer too," Gwen suggested, smiling at Ben. "And I guess I owe you a birthday present, huh?"

Ben was about to politely say that she didn't owe him anything, but her playful smile put him in a joking mood. "Oh, you're darn right you do! And it better be something good, too. I spent a fortune on this!"

Gwen playfully punched him in the shoulder. "Please. After holding out on me for so long, you'll be lucky if you get a pair of tube socks." They chuckled, then went back to flipping through the album. After a moment, Gwen looked up at Ben and spoke hesitantly. "So, we're friends now, right? Like, for real this time?"

"...I think we've been friends for a long time at this point," Ben said.

Gwen put the album down and took a deep breath. "Then...There's something I...I want you to make a promise with me."

Ben furrowed his brow. "What's that?"

"We...You know how…" Gwen took a moment to choose her words carefully. "Every time we fight, we end up avoiding each other again, right?"

Ben nodded guiltily.

"If we're going to be friends...we can't keep doing that. This isn't going to work if it's always one step forward and two steps back," Gwen said.

"So...no more avoiding each other?" Ben asked.

"Yes," Gwen nodded. "I promise I won't avoid you anymore."

"Then I won't avoid you either."

"You promise?"

"I promise."

Gwen let out a big, relieved sigh. "Thank you," she said. She paused for a moment. "So...does this mean we can stop fighting all the time now, too?" she asked.

Ben laughed. "You kidding?" He slumped down next to her and put her in a headlock, tousling her hair with his knuckles. "Fighting is what we do, Dweeb!"

"Ow, hey!" Gwen complained in between bits of laughter. "Get off me, Doofus!"

"Make me!"

"Oh, you are _so_ dead!"

* * *

 **Author's Note:**

Hello everyone. I've received a couple of questions lately and one commenter suggested leaving a note like this at the end of a chapter would be a good way to communicate with a lot of you at once.

So, in case anyone hasn't read my bio, the entire first draft of this story is already written. I've been slowly working on it for a really long time, and now I'm posting chapters as I'm editing it. And it's gonna be long. Like, 40+ chapters long by the time it's finished. So try not to be confused if something doesn't make sense right away or if it seems like a plot point was kind of random or didn't get resolved, because chances are it'll come up again and make more sense in a later chapter. This entire story is built on the slow setup of events that take place over the course of four years, after all.

Also, for those of you who were getting annoyed with Ben and Gwen's constant fighting, good news! Because this chapter is basically the end of that arc of the story. They'll still fight now and then of course, but they've both matured a good deal by now and their relationship has evolved, so new things are going to start happening.

I've had some mixed reactions to my inclusion of Lucy so far. But like I said, there's a lot of story left for you to see, and I hope you all appreciate her importance later on.

Please let me know if you have any questions or if you notice any glaring errors.

Thank you all for reading, I hope you enjoy!


	11. March-May, Year 2

**March, Year 2**

"Wow. You're pretty bad at this one, aren't you?" Ben laughed at Gwen as they put their controllers down. It was his fourth victory in a row.

"Hey, you got it a few days before I did, so you've had more practice! I just need to get warmed up. I'll be kicking your butt like always in no time," Gwen replied.

Ben chuckled at that. "What do you mean 'Like always'?"

"I'll be kicking your butt, like, at least sixty percent of the time, like always," Gwen revised.

"Yeah, right," Ben smirked. He took out his phone and checked the time. Gwen thought it was strange how he was always wearing a watch, but he had to use his phone to check the time. "I should probably get going soon," he said.

"Aw, come on! You can stay a bit longer," Gwen begged.

"But your parents are gonna be home soon, aren't they?" Ben pointed out.

"Yeah, but they don't mind if you're here. My mom will probably say I should have asked them first, but I won't get in any real trouble," Gwen explained.

"I know, but, like, your dad saw me over here yesterday, remember?" Ben reminded her. He still felt the need to keep his friendship with Gwen a secret. It was hard enough hiding it from their parents back when he was in denial about it himself, but now that they've made it official, he felt even more awkward about the whole thing.

"Hmm," Gwen grunted grudgingly in agreement. Their new relationship wasn't any less strange for her. While she didn't think they were doing anything wrong or weird, she foresaw the embarrassing teasing her father would give her if she were to admit she'd finally changed her mind about Ben after years of claiming he was the worst cousin ever. "Alright. Pick this up tomorrow, then?" she suggested, standing up and walking Ben to the front door.

"You're on, Dweeb," Ben declared. When they got to the door, Gwen opened it for him as he stepped outside. Goodbyes were a little more complicated now that they'd officially declared themselves friends. Gwen usually had the urge to hug him, but she always held back for fear of weirding him out. Ben always wanted to say something more than "Later, Dweeb," but he couldn't come up with anything else most of the time. So, after their usual underwhelming goodbyes, Ben left and Gwen shut the door.

Gwen smiled to herself and practically skipped up to her room. It felt good to finally have a friend, a _real_ friend this time, and that feeling was never lost on her.

* * *

Ben heard something banging against his window. He was in his room trying to study, something he'd been doing more often now that Gwen was regularly helping him with schoolwork. At first, he thought a bird had hit his window, but then it happened again, and again. He stood up and walked over to the window to check it out. Whatever it was appeared to be gone now, but as he turned to walk away, his window shattered.

What appeared to be a large yellow battery flew into his room. "Whoa!" Ben shouted as he ducked out of the way. The battery giggled as it flew over Ben's head and landed on one of his ceiling lights. Ben looked up at the thing. He recognized it as one of the aliens he'd encountered during his first summer: a megawhatt, as he called them.

"Aw, come on! One of _you_ guys?" Ben watched as the alien broke the light bulb. Little bolts of electricity crackled around it as it bit into the bulb's tungsten filament, feeding on the electricity. "Hey! Get down from there!" Ben shouted at the alien. In response, the megawhatt turned to him and giggled, then flew at him. Ben shrieked as it zapped him. "Ugh, you little bastards are _so_ annoying," he complained as the alien cackled in delight. "At least there's only one of you this time."

The megawhatt seemed to be able to understand him, because it laughed pretty hard at that before pointing out the window. Confused, Ben looked over. Outside, he saw a swarm of them. They flew through the night sky, landing on power lines and satellite dishes, trying to suck the electricity out of anything they could. "Uh-oh," Ben said. The alien in his room chuckled one last time before flying out the window to rejoin its friends. "Hey, get back here! I'm not done with you yet!" he shouted after it.

Ben held up his Omnitrix arm. He was about to transform into something to fight them, but he remembered Gwen. He was going to want her help with this. So instead, he changed into XLR8 and ran to her house.

* * *

Gwen's night began very similarly. She was up in her room studying, when all of a sudden, something came crashing through her window. However, it wasn't an alien that came through her window. It was a rock.

Gwen shrieked in surprise, then immediately knew what was going on. "God _dammit_ , Ben!" she shouted.

"Sorry!" came XLR8's raspy reply.

"Why do I even _have_ this window?!" Gwen shouted again, walking over to her recently re-re-broken window. She opened it fully and looked outside. "What's going on?" Gwen asked, knowing there was hero-ing to do.

"Gee, I don't know. Maybe _that_!" XLR8 gestured upwards and pointed behind him.

Gwen followed his gesturing. The swarm of megawhatts hadn't hit Gwen's side of town as much yet, but there were still plenty of them flying around. "Whoa," Gwen said. "Okay, uh, I'll get my Lucky Girl stuff."

Moments later, Gwen was suited up and on the ground. There, she hopped into XLR8's arms, and they sped off towards the center of the swarm. Gwen wrapped her arms around XLR8's neck to hold on. She superspeed sickness didn't seem to bother her so much when was close to Ben like this, even if he was a weird blue alien at the moment.

Arriving in the middle of town where the most megawhatts were flying overhead, XLR8 set Lucky Girl down just as the Omnitrix timed out and he reverted back to Ben. Looking around, they saw people fleeing in every direction. The prankster aliens didn't seem to be doing much harm directly, but most people on Earth still panicked at the sight of aliens, even if their existence was common knowledge at this point.

"What do we do?" Ben asked. "We don't have a giant rubber band ball this time."

Gwen chuckled at that, remembering what happened the first time they'd run into these things. She tried to think of some useful spells. "I think I know a stun spell or two that should work well on electricity-based aliens. Are any of your aliens good at dealing with electricity?"

"No," Ben said. "Oh, wait!" He turned the dial on the Omnitrix, flipping through the aliens until he got to the one he was looking for. "I totally forgot about Feedback!" He slammed his hand down on the watch and transformed.

"Oh, I remember that thing," Gwen said, recognizing Ben's new form as one of the aliens they'd fought with last summer. Ben hadn't gotten a chance to use it yet, but now seemed like the perfect time to try it out. "I didn't know you added it to the watch."

"Yep! Now check _this_ out!" He held up his hand, which had four slender fingers with what looked like electrical plugs on the ends of them. Streaks of electricity extended from a group of nearby megawhatts, like Feedback's fingers were sucking the energy right out of them. After a moment, the aliens fell to the ground, apparently unconscious. "Awesome! I knew that would work!" Feedback shouted. "Well, I thought that _probably_ would work. That's four for me!" he declared, turning to Lucky Girl.

Gwen smirked. She held up her hand and aimed it at a swarm of megawhatts. She spoke her spell, and a ball of light surged forth. The megawhatts she hit fell to the ground as well. "Five, six, seven for me," she counted.

They looked into each other's eyes (or in Feedback's case, eye) for a moment. Without another word, they smiled and nodded, and the competition was on.

* * *

"Forty-four, forty-five, forty-six," Feedback counted off, picking megawhatts out of the air one by one. "Ha! You're going down, Lucky Girl!"

"Sixty-two, sixty-three…" Lucky Girl shot off some stun spells, knocking out a few stragglers. Then she saw a bigger group of the aliens, and shot a large ball of energy at them, knocking them all out of the air at once. "I'm sorry, you were saying?" she said, turning to Feedback with a smug smile on her face.

"No fair!" he complained. "Those ones were too close together. That only counts as one."

"Fat chance, Gimli. I've _so_ got this," Lucky Girl declared.

Suddenly, the remaining megawhatts started making a lot of noise. Ben and Gwen looked up at the sky. The aliens were flying away, looking annoyed at the two of them for spoiling their fun.

"Hey, wait!" Feedback called after them. "Get back here! You can't leave now, she's gonna win!" The Omnitrix started blinking, and a moment later he was Ben again. "Aw, man…" Ben let his arms fall to his sides, defeated.

"Yes! I win again!" Gwen said, striking a victory pose next to Ben.

"What do you mean ' _again_ '?" Ben asked.

"I _always_ win," Gwen said with a smirk. "...Usually."

Ben crossed his arms, but said nothing. They looked around. There were plenty of wrecked power lines, street lamps, neon signs, and all kinds of electronics everywhere, not to mention dozens of unconscious battery aliens. "What're we gonna do with them all?" Ben asked.

Gwen thought for a second. "Uh, I guess wrap them up in something insulating, then take them to Grandpa?" Gwen suggested. "Maybe he has some Plumber way of dealing with them." Ben agreed to the idea, and the two of them set off collecting all the little aliens they'd knocked out of the sky.

* * *

Max was surprised when his grandkids showed up at his mobile home in the middle of the night carrying huge, bundled-up tarps filled with swarms of unconscious nosedeenians, but he'd seen plenty of stranger things in his time. So, he invited them inside, and together they stashed the aliens in one of the Rust Bucket's secret compartments for the time being.

"Would you like some hot chocolate, kids?" Max offered.

"Uhhhh…" Ben and Gwen said at the same time. They gave each other a look. Knowing Max's cooking, they figured he would give them mud and call it nature's chocolate or something. Both of them tried to think of an excuse to say no.

Max laughed. "Don't worry, it's store-bought."

The three of them sat down together at the Rust Bucket's table, and Ben and Gwen told Max all about the alien swarm.

"Oh man, you should've seen them, Grandpa. I must've taken down hundreds of 'em!"

Gwen chuckled quietly at Ben's exaggeration. Then he surprised her when he said, "And Gwen took down even more than I did."

Gwen smiled and even blushed a little. It wasn't often that Ben complimented her like that, let alone admitted she'd beat him at something. "Yeah, well, you probably just haven't gotten the hang of Feedback yet. Once you try him out a bit more, I'm sure you'll be able to take down a swarm twice that big by yourself," Gwen said, returning Ben's praise.

Max smiled warmly at the two of them. "Sounds like it was quite the alien invasion. I'm glad you two were there to stop it. And I must say, it's nice to see you two finally getting along."

Ben and Gwen both averted their gaze in embarrassment. Maybe they'd slipped up by being that nice to each other in front of him. They also became aware of how they were sitting. They were right next to each other at the table. Gwen was leaning into Ben's side, like she was ready to use him as a pillow. Ben's arm wasn't around her, but it was behind her on the backrest, so it looked almost like it was. They quickly adjusted their position and scooted away from each other a bit.

"...You two _are_ getting along, aren't you?" Max asked, slightly confused, but not surprised, by their reaction.

Ben and Gwen shared a look. They didn't say anything, but they could tell what the other was thinking. Gwen gave Ben a questioning, hesitant grimace, and he responded with a light nod.

 _If there's anyone we can tell, it's Grandpa._

"Uh, yeah…" Gwen spoke uncertainly. "We're kinda, like, sorta friends now, I guess…" Gwen could tell Max was very happy to hear that. "Not that he's any less of a Doofus now, though," she clarified.

Ben laughed. "Right back atcha, Dweeb," he said, putting her in a headlock and roughly tousling her hair.

"Ow! Ben! Stop!" Gwen struggled, but she was laughing as she did.

After Gwen broke out of Ben's headlock, she elbowed him in the side. "Ow! Okay, okay, jeez…" Ben said, still smiling. Afterwards, his face got a little more serious as he turned his attention back to his grandfather. "And, uh, Grandpa? Could you, maybe, like, not tell our parents? About the whole 'friend' thing, I mean?"

Max furrowed his brow. "Why not? I can say for a fact they'll all be delighted to hear it."

"Grandpa, please?" Gwen lightly pleaded as well. "We know this is what they wanted, and, well, that's kinda what we're afraid of…"

Max paused, then laughed heartily. "Oh, you kids. You can't let the adults be right about _anything_ , can you?"

Ben and Gwen looked a little ashamed, but they kept looking at him pleadingly.

Max shook his head goodnaturedly, deciding he would never understand these kids. "Alright, alright. Your secret's safe with me."

"Thanks, Grandpa!" Ben and Gwen said in unison.

* * *

 **April, Year 2**

One day, Ben and Gwen were hanging out at the mall together. The mall had become one of their more frequent hangouts, despite the fact that neither of them had enough money to actually buy anything every time they went there. Still, it was a fun place to kill time, grab a bite to eat, and maybe look at some things they might want to buy once they had enough money saved up from their allowance.

On this particular trip, they had just eaten lunch and had gotten into a discussion of 'Grandpa's Worst Meals.'

"No no no, the absolute _worst_ has got to be his _eel pie_. Remember that? It had whole eel heads sticking out of it, staring at you while you ate it!" Gwen said. The two of them cracked up at the memory. It had been disgusting, but having gone through it together, they were able to laugh about it now.

"Oh, oh, what about that one time he made spaghetti that had actual live worms in it for some reason? And you wrapped some up on your fork, and you realized it was moving, so you screamed and threw your fork at me!" Ben said. That event had actually caused a big fight between the two of them at the time, but now Ben was telling the story with a priceless smile on his face.

Gwen laughed along with him as he told the story, but she stopped all of a sudden. Ben saw she was looking down over the railing at something on the lower level. He followed her gaze, and knew immediately what had killed her mood. Nicole and those other two girls were there.

"Oh, great. Her again," Ben said sarcastically, hoping Gwen wouldn't worry too much about her bully.

Gwen said nothing and just kept staring with a blank look on her face. She hadn't spoken about those girls at all after their run-in with them before, but Ben could tell she was used to the obnoxious one making her feel bad about herself in one way or another. He didn't like that. He wanted to do something about it.

"Hey, whaddya say we mess with her a bit?" Ben suggested.

Gwen turned to him. She saw the mischievous smirk on his face, which actually made her feel a bit better just by looking at it. She smiled back at him. "What do you have in mind? Some kind of prank?"

"Oh, totally. I got a few things in mind. And we're gonna need some of your magic."

* * *

For the next hour, Ben and Gwen followed Nicole and her friends around the mall, staying out of sight. Whenever they could, Ben would come up with small ways to inconvenience her, and Gwen would fire off a jinx to make it happen.

As far as Nicole could tell, she was having the worst luck ever, all day. When she tried to get some soda from a dispenser in the food court, it sprayed her with cola. All the clothes she tried on would suddenly become really itchy or they'd magically tighten. She tripped several times, always dropping things when she did. Her friends kept laughing at her whenever they witnessed these incidents, which seemed to bother Nicole to no end.

Gwen was loving it. Every time Ben whispered a suggestion in her ear, she'd laugh, cast her spell, and then watch the ensuing chaos from their hiding spot. She and Ben would lose it every time they heard Nicole complain.

Hiding behind a pillar, Ben's laughter died down. "Okay, what should we do next?" he asked Gwen.

Gwen hesitated. "Actually, I think that's enough."

"What? Why?"

"I've gotten back at her now. It was fun, but at a certain point, I think we're just being...jerks."

"Alright, alright, fine," Ben relented. "Guess we still gotta be heroes and all that."

However, as they were discussing this, they didn't notice Nicole and her friends walking in their direction. So when they rounded the corner to leave, they nearly collided with them.

Ben and Gwen were startled, but Nicole immediately put on a predatory grin. "Oh, hey! Gwen's back!"

"Oh, lord…" Her tall friend facepalmed.

"Hello, Nicole," Gwen spoke, her voice clearly betraying how much she didn't want to talk to this girl again.

"This is perfect timing! Me and the girls were just about to go pick out some makeup. You wanna come with? I'm sure we could find something that won't get all runny when you cry," Nicole said with obviously fake friendliness.

"Great idea!" Ben said, drawing the girl's attention to him. "While you're at it, you can find some makeup that won't run when you get sprayed by the coke dispenser." Ben gave her a smug smile as he let her know they'd seen her embarrassing episode earlier in the food court. Gwen laughed at that, and Nicole's friends joined in.

Nicole's confidence faltered. Something like that wouldn't have been too bad for most people, but to a 12 year old girl who cared way too much about her appearance, it was absolutely humiliating. She dropped her fake smile and glared at Ben. "Well, Gwen, I see your boyfriend has about as much class as you do."

"No way," Ben said. "Gwen's _way_ classier than me." With that, he flipped Nicole off, then grabbed Gwen's hand and walked away with her.

Nicole and her friends stared in disbelief. Nicole wasn't used to be disrespected like that. Gwen stared too as Ben led her away, but she was staring at Ben's other hand. The one holding hers.

"Well, that was fun. Whaddya wanna do now?" Ben asked after they had walked past a few stores.

"Uhh..." Gwen tried to formulate words, but she was still too focused on holding Ben's hand.

"Hmm?" Ben stopped and turned to look at Gwen. Realizing what was distracting her, he quickly pulled his hand away from hers. "Sorry!" he said, immediately embarrassed.

"It's fine!" Gwen said, a little too loudly and a little too quickly. Then she cleared her throat, trying to hide her own embarrassment. "...Thanks for that back there. And for today," she said.

Ben smiled. "No sweat. We'll say we're even now for that time you beat up Cash for me at the arcade," Ben joked.

Gwen chuckled. "Oh yeah. That was fun too."

They gave each other a significant look, and they were both thinking the same thing.

 _Whether it's aliens, bad guys, or just plain bullies, no one messes with my cousin._

 _Except me._

* * *

 **May, Year 2**

Gwen was a little nervous when her parents told her they needed to talk with her about something important. At first she thought she was in trouble, but her father assured her it was nothing like that. Then she got even more nervous. Maybe they wanted to give her "The Talk." Gwen inwardly cringed at the thought. She was _not_ looking forward to whenever they decided to spring that awkward conversation on her. But luckily, that wasn't the case either.

Gwen and her parents gathered in their living room. She sat on the sofa, and they sat in chairs across from her. "So, what did you want to talk to me about?" Gwen asked.

Her father cleared his throat. "Well, it's about my cousin Joel."

Gwen blinked. Joel was part of her secret alien-related double life, which her parents knew nothing about. She had to be careful what she told them. "Oh. What about him?" she asked, keeping a straight face.

 _Did they find out he's a Plumber?_

Frank spoke calmly. "He and his wife both need to go away on business for a while. They said they would really rather not, but…"

"They're having financial difficulties," Natalie explained.

"What? Are they okay?" Gwen asked, suddenly very concerned.

"They're fine," her father assured her.

"But it was a mistake for a young, newly-married couple to adopt a ten year-old-child right away," her mother put bluntly.

"...So this is about Lucy?" Gwen asked.

"It isn't her fault," Frank said. "However, the issue now is that Joel and Camille cannot take Lucy with them while they're traveling on business. So, we've offered to let Lucy stay here with us for a couple of months."

"Here? Months?" This was rather sudden, so Gwen was having trouble processing how she felt about that.

"Your uncle Carl offered to take her in for half the time, but I think it would be easier on Lucy if she didn't have to move around too much," Frank continued. "So, what we're asking you, Gwen, is if this arrangement would be alright with you." Gwen's mother nodded in agreement, although the look on her face made Gwen think her mother wasn't entirely okay with the idea.

Gwen thought for a moment. Lucy could be kind of annoying in an overly-energetic kind of way, and sometimes she helped Ben play pranks on her. But she wasn't all bad. She was a lot of fun to hang out with, and she seemed like a genuinely nice person. Plus, she was family.

"Yeah," Gwen said, giving her parents a nod. "That would be alright with me."

"Great!" Gwen's father said. "I'll let Joel know. And don't worry, she'll be staying in the guest room, so you'll still have your room all to yourself."

Gwen nodded again. Her parents got up and left the room. After taking another moment to process the news, the first thing she decided to do was go up to her room and call Ben. She felt like she needed to tell him about what was going on.

Up in her room, she pulled out her phone. Ben was the first name in her contact list, which was not that surprising given how short a list it was. She called him, and after a few rings, he answered.

"Hey, Dweeb," came his usual greeting.

"Hey, Doofus," Gwen responded without a second thought. "So, uh, I just had kind of a weird conversation with my parents."

"About Lucy?" Ben asked.

"Yeah. How'd you know?"

"My parents told me about it too. So did you say 'yes'?"

"What? Well, yeah. I said she could stay at my house."

"Darn."

"What do you mean 'darn'?"

"I wanted her to stay at _my_ house. Lucy's awesome."

Gwen chuckled and rolled her eyes. Ben and Lucy got along really well, although Gwen thought Lucy seemed a little too... _into_ Ben sometimes. "So, anyway, what do you think is up with Joel and Camille?" Gwen asked. "I haven't heard anything about this until just now."

"I doubt they're _really_ having money problems. That's gotta be their cover. They're probably going off to fight the rest of the evil, shapeshifting mud-aliens who want to destroy the Earth," Ben said. He spoke as if he thought that explanation sounded awesome.

"Hmm." Gwen was unsure. She doubted Joel and Camille's wedding had been the end of the Plumber/Lenopan feud, but she didn't think they would be interested in that conflict anymore.

"Why don't we just ask Lucy when she gets here?" Ben suggested.

"No, don't do that," Gwen warned. "Look, Lucy's probably having a pretty difficult time with her family. Whatever's going on, we should try not to pry."

"Alright, alright. But let me know as soon as she gets there, and the three of us can hang out. 'Kay?"

"Okay. Later, Doofus."

"Later, Dweeb."

* * *

On the day Lucy was supposed to arrive, Gwen went upstairs as soon as she got home from school. However, while she hadn't seen Lucy anywhere in the house, she was surprised to find her grandfather instead. For some reason, he was in her room, sitting at her desk.

"Grandpa?" Gwen asked, confused.

"Gwen, I have something very important to tell you," Max said in a gravely serious voice.

"What is it, Grandpa?" Gwen was worried. To her, a surprise visit from her grandfather about something important most likely meant they were in danger from some bad guys or aliens.

Max stood up and stared at Gwen with a grim expression on his face. Then, he suddenly smiled. "Psych!" he said, but it wasn't his voice. It was the voice of a young girl. With that same little girl voice, he started giggling wildly, snorting as he did.

In the second it took Gwen to process the situation, she was utterly confused. Then it became very clear to her. " _Lucy!_ " Gwen said in a scolding voice.

Lucy morphed down into her standard human shape, a smiling blonde girl in a red skirt and a blue T-shirt with a white star on it. "Gwen!" she said cheerily, running at her and throwing herself into a hug. "Are you surprised to see me?" she asked, still holding Gwen tightly.

"Uh, not really," Gwen said, lightly pushing Lucy as she stepped back. "I was expecting you today."

"And here I am! Ooh, this is gonna be so _great!_ " Lucy said, jumping up and spinning in the air. "It's gonna be you and me, livin' together! For _months_! It's like we're _sisters_!" she proclaimed, grinning at Gwen.

Gwen was already overwhelmed by Lucy's energy and enthusiasm. She put her hands on Lucy's shoulders just to keep her in place for a second. "Uh, yeah. It's good to see you too, Lucy. You need any help moving your stuff into the guest room?"

"Nope! All taken care of!" Lucy said, grabbing Gwen by the hands. She started stepping in a circle around Gwen really quickly, spinning Gwen around as she did. " _Wee_!"

"Whoa, whoa, whoa!" Gwen shouted, pulling her hands away and steadying herself. "Could you bring it down a couple notches?"

"Heehee, okay. Wanna go do something fun?" Lucy suggested. "Ooh! What do you do for fun around here? Magic? Karate? Dancing? Shopping? Soccer?"

"Uh, well, I was gonna go hang out with Ben in a little bit. You wanna come with?" Gwen asked.

"Awesome! I was looking forward to seeing Ben again, too! C'mon, let's go!" Lucy gestured for Gwen to follow her and headed out of the room.

"Wait! You don't know where we're going!" Gwen called after her, following Lucy down the hall.

* * *

Gwen and Lucy walked to the park where Gwen usually met with Ben. Or rather, Gwen walked, while Lucy skipped. On the way, Lucy flung a barrage of questions at Gwen. Since she was used to it from every other time she'd seen Lucy, Gwen patiently answered her questions whenever she stopped talking long enough for her to do so. She didn't mind, but Lucy's curiosity never seemed to be satisfied.

When they got to the park, they spotted Ben. Lucy let out an excited squeal before sprinting over to him. She leapt at Ben and threw her arms around him, nearly knocking him off balance. "Whoa! Hey, Lucy," Ben said, a little caught off guard.

"Ben! It's so good to see you!" Lucy exclaimed, stepping back and bouncing on her toes. "How ya been? Still fightin' bad guys with the Omnitrix?" Lucy asked, throwing a few punches at the air to demonstrate.

Ben chuckled. "You bet I am."

Gwen, who had chosen to walk normally, eventually caught up to Lucy. "Hey, Doofus," she greeted Ben.

"'Sup, Dweeb."

"Haha, 'dweeb'." Lucy laughed. "Ooh! You wanna hear something funny?" Lucy turned to Ben. "When Gwen got home today, I shapeshifted into your grandpa, and she totally fell for it!" Lucy giggled. Ben joined in with Lucy and laughed. Gwen rolled her eyes. "You should've seen the look on your face!" Lucy said to Gwen, still giggling and snorting.

The three of them only had a couple hours to hang out since Gwen knew her parents would want them back in time for dinner, so they decided to stay in the park and toss a frisbee around. As they did, Lucy asked them about the nosedeenian swarm that had hit Bellwood a couple months ago. Apparently she'd heard about it on the news. Ben was happy to tell the whole story, with Gwen stepping in now and then to correct him whenever he decided to exaggerate.

Lucy acted very impressed with them, and especially with Ben. He seemed to be loving the attention. Gwen thought the whole thing was silly, since those aliens weren't even that dangerous. They were more of a nuisance than anything.

"So how many of them were there?" Lucy asked.

"Oh, well, I lost count after I took down a hundred or so," Ben said. "I turned into my new alien, Feedback, and just sucked the electricity right out of them. And Gwen must've taken down a thousand with her magic!"

Gwen smiled. "We _so_ didn't take down that many. We barely broke the hundred mark combined. But he's right about one thing, I _did_ take down more of them than he did," she said proudly.

"Uh, well, yeah, but…" Ben fidgeted nervously after having been called out on his exaggeration. Lucy laughed.

"So what'd you do with them all?" Lucy asked.

"We gave them to our grandfather," Gwen explained.

"What? Why? What's he want with them? He gonna stick 'em in the world's largest light bulb?" Lucy asked.

Ben and Gwen shrugged. Ben tossed the frisbee to Lucy, but it went way over her head. "Whoops," Ben called out.

"I got it!" Lucy jumped, and her arm extended. It turned into a long tendril of purple mud and snatched the Frisbee out of the air. She landed, and her arm retracted, turning back to normal. "Whoo-hoo!" she celebrated.

"Wow, awesome!" Ben shouted.

"Lucy!" Gwen ran over to her and looked around nervously. "You can't do things like that in public. People can't know you're an alien, remember?" There were only a few other people in the park, but luckily no one seemed to be paying any attention to them.

Lucy giggled. "Sorry, Gwen. I kinda forgot." Then she looked at Ben. "Dang, guess that probably means you're not allowed to transform either, huh? 'Cause I totally wanna see Feedback. I've never seen a conductoid in person before," she said, guessing what type of alien it was by the description of its powers.

Ben held up his Omnitrix arm proudly. "Heh. Don't worry, I can show you all my moves later."

Lucy raised her eyebrows at that. "Oh really?"

Ben realized how that must've sounded and got flustered. "Er, no! I didn't mean it like, er-"

Lucy cracked up at Ben's embarrassment. As much as Gwen didn't care for innuendo humor, she couldn't help but laugh at the look on Ben's face. Ben hung his head.

Lucy walked up behind Ben and put her hands on his shoulders. "Don't worry, tough guy," she said with a teasing grin on her face, leaning in to speak into his ear. "I'd love to see all your moves."

Ben tensed up and was visibly uncomfortable, which only made Lucy giggle more. Gwen stopped laughing, and she was getting a little weirded out. Lucy definitely seemed a little more… _flirty_ than Gwen was comfortable with.

"By which I mean your _aliens_ , of course! What'd _you_ think I meant?" Lucy joked.

"Lucy, knock it off!" Ben complained, her teasing starting to get to him.

"Alright, alright, sorry, sorry," Lucy relented, still giggling a little.

A little while later, it was time for them to leave. Gwen and Lucy said their goodbyes to Ben and headed home. Surprisingly, Lucy walked normally alongside Gwen on the way back instead of skipping or anything.

 _I guess even she gets tired_.

Lucy went back to asking Gwen a million questions, but this time they all seemed to be about her and Ben instead of about Bellwood or Earth in general. She wasn't sure what was making her so curious about them now, but she brushed it off.

 _She probably just wants to get to know us more._

* * *

After dinner, Gwen went back to her room and got on her computer. Before long, there was a knock on her door.

"Yes?" Gwen called out in response.

The door opened. "Hiya," Lucy said, poking her head in the door. "You busy?

"No, not really. Come on in." Gwen waved her in.

Lucy came into the room and lied down on Gwen's bed. They talked for a while, with Gwen asking about the whole living arrangement and Lucy asking about anything that happened to pop into her mind.

Apparently, Lucy wouldn't be going to school with Gwen while she was staying with her. Since there were only a couple months left in the school year, her school was letting her take her courses online while she was away. Lucy had been going to a normal school on Earth while she was living with Camille and Joel, although Camille had been giving her educational material from their home planet as well. She had also brought a full wardrobe with her, despite the fact that she could simply make clothing with her shapeshifting. Gwen asked if it was just for her cover, but it turns out Lucy liked real clothing better. Gwen figured she liked it because it made her feel more like a normal Earth girl, or because it had a sort of alien charm in her eyes. Gwen only asked about stuff like this since she figured it would be a safe topic of conversation. She didn't try to ask about Lucy's adoption, her situation with her real parents, or what was going on with her cousin and Joel, despite the fact that she was very curious about it all.

Gwen started doing some homework on her computer while Lucy continued to lie on her bed, swinging her legs up and down while humming softly to herself. After a lull in the conversation, Lucy asked a question. "So…are you and Ben, liiike…"

Confused, Gwen rotated in her chair to face her. Lucy had a curious look on her face and was gesturing with her hands, although Gwen wasn't sure what the gestures meant.

"He's my best friend," Gwen stated plainly. She figured Lucy would be hanging around her and Ben a lot, so it would've been a hassle to try to hide their friendship from her. Plus, it felt good to say that out loud. She smiled inwardly.

Lucy giggled. "Well, _duh._ You guys have been best friends for as long as I've known you."

Gwen furrowed her brow.

 _She met us at her cousin's wedding. We weren't friends yet back then, were we?_

"What I was asking," Lucy continued, "is if you were, ya know, anything… _else?_ "

It took Gwen a second to figure out what Lucy was asking.

 _You mean..._

"Ew, gross!" she said, spinning around in her chair to look back at her computer screen. "He's my _cousin_. And yours too, by the way," she reminded her, trying to go back to doing her homework.

"He's not _my_ cousin," Lucy corrected her. "He's my second cousin-in-law, once removed." She giggled. "And he's kinda cute, isn't he?"

Gwen tensed up and nearly gagged. " _So_ gross."

"Don't act like you haven't thought about it."

"I _haven't_."

"Oh, c'mon," Lucy said, walking up behind Gwen and putting her hands on her shoulders. "You really never noticed those gorgeous emerald eyes of his?"

"They're no different than mine," Gwen pointed out.

"And yours are _gorgeous_!" Lucy covered Gwen's eyes with her hands.

"Hey! Knock it off!" Gwen shoved Lucy's hands off of her face. She spun her chair around to face Lucy again, but she ended up face to face with Ben instead. Lucy had shapeshifted while her back was turned.

"Whaddya think?" Lucy asked in a perfect imitation of Ben's voice, running her hands through her hair and wiggling her eyebrows. She leaned in real close to Gwen's face. "Come on, you love it," she said with a smirk.

"Back _up!_ " Gwen stood up, forcefully shoving Lucy with both hands. Lucy stumbled backwards and fell onto Gwen's bed. Gwen was still weirded out, but she immediately panicked after pushing Lucy down like that. "Oh my gosh! Lucy, are you okay?"

On her back, Lucy erupted in a fit of laughter. She shapeshifted back into her standard human form and stood up, holding up a peace sign. "I'm good!" she said. She laughed again. "Geez, Gwen. You gotta learn to relax a little. I was just playin' around."

"…By turning into my cousin and flirting with me?" Gwen asked in bewilderment. Lucy just smiled and shrugged. "No, seriously, Lucy. That is, like, _so_ messed up."

"Okay, okay," Lucy raised her hands up. "From now on, no more shapeshifting into Ben. I promise," she said. "Unless you ask nicely," she added with a wink.

" _Lucy!_ " Gwen shouted. Lucy ran out of the room laughing, and Gwen slammed the door behind her.

Gwen sank back into her chair. She felt flustered. She looked down and noticed her hands were shaking. She wasn't too angry with Lucy, but that whole situation had made her _very_ uncomfortable.

 _She can't really think he's cute, right? And she definitely can't expect me to think so too, right?_

Gwen was hoping Lucy had only done all of that to mess with her, but Lucy was crazy enough that she might have actually been serious.

She thought about what Lucy had said. She really didn't want to, but she couldn't get her mind off it that easily. She'd said something about her and Ben's eyes. Their eyes really _were_ scarily similar, Gwen knew that. It was actually something Lucy had pointed out once before, at the family Christmas party. Gwen got up from her chair and stood in front of her mirror, looking into the eyes of her reflection.

 _I guess my eyes are kinda pretty._

Gwen tried not to worry too much about her appearance, but she was able to admit that much to herself.

 _So I guess that means Ben…_

"Eww, no! _Gross,_ " Gwen said out loud, stepping away from the mirror. She sat back down, leaned her elbows on her desk, and pressed her face into her hands.

 _Living with Lucy might be…tricky._

* * *

 **Author's Note:**

Sorry this one took so long. I've been really busy lately. This chapter was originally planned to be two separate chapters, but I noticed some scenes no longer made sense with some changes I made to other chapters and I ended up having to cut some stuff out. So rather than spend even more time extending these months, I decided to just combine them. This should be one of the last multi-month chapters though, since the summer and most of Years 3 and 4 have a lot more content each month. Hope you enjoyed it!

-Gojaimas


	12. June, Year 2

**June, Year 2**

Lucy quickly became a regular participant in Ben and Gwen's daily hangouts. For the past month, everywhere they went, it was the three of them rather than just the two of them. To Gwen, it felt a little odd. She'd only just gotten used to having _one_ friend, and now she had two. It was strange, but she kind of liked it.

Ben definitely enjoyed having Lucy around. She loved to goof off and annoy Gwen almost as much as he did. However, Ben only ever saw Lucy when they were playing around. She was fun then, but he didn't have to live with her. On the other hand, Gwen was facing some challenges she wasn't used to at home.

One day, after school, Gwen met up with Ben in the park. They had plans to go over to her house, so they told Lucy they'd just meet her there. It was an opportunity for Gwen to be alone with Ben, which is something she'd come to miss over the last month. She decided now would be a good time to ask Ben something about Lucy since she wasn't around at the moment.

"Hey Ben?" she asked, walking alongside him on the way to her house.

"Yeah?" Ben turned his head.

"Does Lucy ever…I don't know, get on your nerves a little?" Gwen decided that was probably a polite enough way to ask.

"What? Nah. Lucy's great," Ben responded.

"I didn't say she wasn't. I just mean, like, she can be a little much sometimes, you know? Plus she can be _impossible_ to live with sometimes. Like, she keeps trying to pull these shapeshifting pranks on me, and that got old _real_ fast. And she's always borrowing my clothes without asking. She doesn't even _need_ clothes. And the questions! She _never_ stops with the questions. Like, even when I'm clearly busy with homework or whatever, she'll just barge into my room asking me how they get the fortunes inside fortune cookies."

"How _do_ they get them in there?"

" _Ben,_ " Gwen said, annoyed.

Ben laughed. "Well, that's just what happens when you live with someone for too long, isn't it? I drive you _nuts_ after just one day together in the Rust Bucket, don't I?"

Gwen smiled at that. Then she sighed. "I don't know, maybe…" She had other complaints about her new housemate that she didn't feel like mentioning to Ben. Particularly about how Lucy kept trying to have 'boy talk' with her, and about how she usually brought up Ben when she did. Gwen kept telling her that humans found that sort of thing weird, but apparently lenopans did too and Lucy just didn't seem to care.

When they got to Gwen's house, as they were walking to the front door, they heard a voice call out to them from the driveway. "Hey! Think fast!"

"Huh?" Ben turned his head to see a soccer ball flying at his face. Luckily for him, Gwen reflexively caught it out of the air before it hit him. "Whoa!" Ben reeled back in surprised.

From across the front lawn, Lucy giggled and snorted at Ben's reaction. "The look on your face. Priceless!"

"Thanks for the save," Ben thanked Gwen.

"Don't mention it." Gwen smirked at Lucy. "Think fast!" She tossed the ball into the air. On its way down, Gwen spun and kicked it at Lucy.

"Huh?" Lucy snapped out of her giggling fit just before the ball hit her. When it did, she turned into mud and splattered onto the driveway.

" _Ooh…_ " Ben and Gwen both winced.

Gwen grimaced. "Too hard?"

"Too hard," Ben confirmed.

But in seconds, Lucy reformed and hopped into the air. "Dang, Gwen. Nice kick!" After glancing around to locate the ball, she ran to retrieve it and kicked it back towards Gwen.

The three of them ended up playing soccer in Gwen's front yard for a while. They didn't have a net, but they enjoyed kicking it at each other and playing keep away. Gwen and Lucy even teamed up once Ben started trying to show off. They also found some bowling pins in Gwen's garage and took turns setting them up and kicking the soccer ball at them. But eventually, it started to rain, so they had to head inside.

Gwen's parents were both going to be out late, so her father had told her and Lucy they could order pizza for dinner. Gwen made the call to place the order while Ben and Lucy got cleaned up. The two of them had continued playing for a bit in the rain after Gwen had gone inside to order the food, so they were a little muddy.

After her order was placed, Gwen went back to her room. Her hair was kind of a mess after playing outside, so she wanted to brush it a little. However, when she looked on top of her dresser where she kept her hair brush, it wasn't there. Gwen sighed exasperatedly. Lucy had already borrowed her hair brush without asking several times since she'd started living with her, so she figured Lucy must've taken it again. She left her room to go look for her.

As she walked down the hall, she heard the faucet running in the bathroom. The door was open, and inside she saw Ben washing something in the sink. "Have you seen Lucy?" Gwen asked, standing in the doorway.

"Nope," Ben said, looking up at her.

"Lucy keeps using my hairbrush. Without asking! And she keeps getting mud on it!" Gwen complained.

"...Yeah, some people can be _so_ inconsiderate," Ben said, chuckling nervously.

"I know, right? Plus she-" Gwen looked down and noticed Ben was barefoot. She gave him a quizzical look. He grinned, but he looked guilty. Then she looked in the sink. Ben was cleaning mud off of his shoes, and he was using her hairbrush to do it.

Gwen clenched her teeth and glared at him, groaning in anger.

Ben dropped the hairbrush and darted past her before she could stop him. "Sorry!" he shouted as he ran down the hall.

Gwen grabbed her hairbrush and chased after him.

As this commotion was going on, Lucy was wandering around in search of Ben and Gwen, casually leafing through one of Gwen's books as she roamed the house. Rounding the corner, she stepped right in Ben's path.

"Gangway!" Ben shouted.

Lucy looked up from the book and jumped out of the way just before Ben collided with her.

A second later, Gwen ran past, holding a hairbrush as she chased after him. "This hairbrush is going up your _nose!_ " she shouted.

Lucy had no idea what was going on, but the sight made her crack up. "Wait up!" she called, dropping her book and chasing after them. "I wanna play too!"

Gwen caught up to Ben in the living room. She lunged at him, knocking him to the ground. Ben rolled over onto his back, and Gwen pinned him down. She took her muddy hairbrush and started rubbing it on his face.

"Ow! Hey, come on! Ow!" Ben struggled.

"How do _you_ like getting mud on _your_ things?" Gwen shouted at him.

The two of them could hear Lucy laughing before she suddenly piled on top of them. In an instant, they were all wrestling with each other, fighting for control of the hairbrush. After a brief struggle, Lucy stood and help up the hairbrush like a trophy.

"Huzzah! Yes! I win!" she shouted.

Ben and Gwen, who were both still down on the floor, sat up and looked at her. They were both covered in mud, and Gwen's hair was even more of a mess than before.

"That was fun!" Lucy said, looking down at the two of them. "What were we doing?" she asked.

Ben and Gwen panted, out of breath from the exercise. Ben started laughing. Lucy joined in, and so did Gwen.

Gwen was a little embarrassed for herself. That was the most childish thing she'd done in awhile.

 _Maybe Lucy's rubbing off on me..._

But for some reason, she felt sort of relieved. Gwen stood up and took her hairbrush back from Lucy. "I need this," she said, walking back to the bathroom.

"Okey-dokey," Lucy said, also walking away to pick up the book she'd dropped earlier.

Ben decided to follow Gwen. He found her at the bathroom sink, cleaning her hairbrush. He leaned in the doorway like she'd done earlier. "Sorry for taking your hairbrush," he apologized.

Gwen sighed. "It's fine. I just feel bad about blaming Lucy for something _you_ did." She thought of what Ben had said earlier when she was complaining about living with Lucy. He'd said she was only getting on her nerves because they were living together, and that he bothered her just as much when they spent the summer together in the Rust Bucket. "She really _is_ just as annoying as you," Gwen said to Ben.

Ben laughed. "I take offense to that." He walked up behind her and smacked her on the back. "I am _much_ better at annoying you than Lucy is!" Then he turned and walked out of the room.

Gwen smiled.

 _I guess even if she's annoying sometimes, Lucy isn't that bad. Ben annoys the heck out of me, and I put up with him, don't I?_

* * *

Ben and Gwen sat across from each other sipping smoothies. They'd met up at Mr. Smoothy after Gwen's karate practice, like they did most Thursdays. Recently, Lucy had been coming along too, but today she was too busy studying for her online courses.

"Hey Gwen," Ben said, getting her attention.

"What?" Gwen asked.

"How long is Lucy staying with you, exactly?" Ben asked.

Gwen thought about it, and realized she didn't actually know. Her father had said she'd be staying with them for a couple months, and that was nearly two months ago. He didn't give an exact date, and as far as she knew, they hadn't received any updates on Joel and Camille's situation.

"I…don't actually know. My parents haven't told me anything, and Lucy hasn't said anything either," Gwen said. "Why?"

"Well, I was just thinking, school's almost out. And we're going on our next summer trip soon," Ben explained.

Gwen hadn't thought of that. She'd expected Lucy to be gone by the time they left for their summer trip.

"If she's still gonna be here for the summer, why not ask her to come with us?" Ben asked.

Gwen didn't respond right away. She didn't want to say anything, but the idea kind of disappointed her. The summer trips had sort of become 'their thing,' and she'd been really looking forward to spending some time with Ben, just the two of them. But she reminded herself that Lucy was in a bit of a bad spot. Besides, it wasn't like they could just leave her alone with her parents all summer.

 _I guess summer is never really just me and Ben anyway. Grandpa is always there too._

Even though she knew that was different, it was enough of a rationalization for her.

"Yeah, I guess we should, shouldn't we?" was Gwen's rather unenthusiastic answer.

Later, as they were walking home, Gwen called her father and asked him if Lucy could join her and Ben on their summer trip with Max. He said it would be fine with him as long as it was okay with their grandfather. He didn't mention anything about how much longer Lucy was expected to be staying with them, which she found a little odd. It seemed like he still hadn't heard anything from Joel and Camille.

Afterwards, Ben and Gwen called their grandfather and got the okay for Lucy to come with them. "The more, the merrier!" was all Max had to say about it.

With everyone's permission, the only thing left to do was invite Lucy. Back at Gwen's house, Gwen and Ben approached the guest room door. Gwen was hesitant to knock. She didn't want to interrupt her if she was still studying. Ben didn't really care about that, so he stepped forward and knocked on the door instead. "Lucy?" he asked.

The door opened in what felt like less than a second. "Hey, guys! What's goin' on?" Lucy asked, beaming at them.

"Hey, Lucy," Gwen spoke. "We wanted to ask you something."

"You know how me and Gwen go on a road trip with our grandpa over the summer?" Ben asked.

"Gwen and I," Gwen corrected.

"Shut up."

"Mhmm," Lucy nodded. Ben and Gwen had told her a lot about their summer trips. They'd met her on their first one, after all. They always enjoyed talking about it, and Lucy thought it sounded like a ton of fun.

"Well, we figured, as long as you're here," Gwen began.

"You should come with us!" Ben said, finishing Gwen's sentence.

Lucy gasped and smiled brightly. "Wow! Really? You mean it?" she asked.

"Sure! You in?" Ben asked.

Lucy shrieked with glee, clapping her hands quickly. "Yes! Yes! Of course!" She lunged at them, pulling them both into a tight hug. "This is gonna be so much _fun!_ Where are we gonna go? What cities are we gonna visit? What landmarks are we gonna see? Ooh! Do I get to help fight bad guys and save the world, too?"

For what little remained of the school year, Lucy was very excited about the trip.

* * *

The first day of summer.

"So where are we going first?" Lucy asked as she and Gwen carried the last of their stuff into the Rust Bucket.

"I don't know, ask my grandpa," Gwen answered.

"What kinda aliens are we gonna see?" Lucy asked.

"Shh!" Gwen spun around and shushed her. She nodded towards her house, where her parents were standing by the front door talking to Max. "We gotta keep quiet about that stuff while my parents are here.

Lucy smiled and nodded, doing that lip zipping gesture to say she'll be quiet. That lasted about two seconds. "So when does Ben get here?"

"We're stopping by Doofus' house next," Gwen answered.

Lucy giggled. "Have I ever told you how cute it is that you and Ben have those little pet names for each other?" she asked. "Hey, Doofus," she said, imitating Gwen's voice. "Hey, Dweeb," she said, imitating Ben's voice. She laughed. " _So_ cute. I can just feel the love when you guys do that."

"Yeah, nothing says 'I love you' like insulting nicknames," Gwen snarked.

"Pfft, oh c'mon! I know you go all doe-eyed every time he calls you 'Dweeb,'" Lucy countered, saying 'Dweeb' in Ben's voice.

"Lucy, quit it!" Gwen snapped.

"Oh, right. 'No boy talk.' Sorry. Forgot." Lucy made the lip zipping gesture again. Gwen rolled her eyes.

Once they were finished putting their things away, they went back outside. They found Max walking back across the front lawn. "Ready to go, girls?" he asked.

"Yeah, I think that's everything," Gwen answered.

After saying goodbye to Gwen's parents, they all got back in the Rust Bucket. Lucy was giddy with excitement, bouncing up and down and saying "Let's go! Let's go! Let's go!" as they entered the vehicle.

Now safely away from Gwen's parents, Lucy sat and talked with Gwen at the breakfast table. She wanted to know about every kind of alien Gwen and the others had ever seen. She'd already heard a few of their stories, but she wanted to hear more. Since she was from another planet, she'd seen a good number of aliens herself, but some of what Ben and Gwen had seen were totally new to her as well.

After driving for a bit, the Rust Bucket came to a stop. "What's going on? Why are we stopped? Are we there already?" Lucy asked, looking around frantically.

"We're at Ben's house," Gwen said, pointing out the window. Ben must have been waiting for them to arrive, because he ran out the door as soon as he saw them.

"Ben!" Lucy shouted, getting up and running out the door. Gwen was excited to see him to, but somehow Lucy's enthusiastic reaction made her unenthusiastic. She got up and followed Lucy outside in time to see Lucy practically collide with Ben as she went to hug him.

"Come on, come on, let's go!" Lucy grabbed Ben's arm to pull him along.

"Whoa, whoa, okay," Ben said, almost losing his balance.

"Hey!" Gwen greeted Ben.

"Hey, Gwen," Ben returned her greeting as Lucy dragged him passed her and into the Rust Bucket, leaving Gwen standing there. Ben's parents came out of the house and Max stepped outside to chat with them. Gwen decided to talk with them for a bit as well, then she went back into the Rust Bucket.

Inside, Ben was in the middle of a story. Lucy sat at the table, giving him her undivided attention as he recounted a fight they'd had with an alien during their second summer trip. "I used Cannonbolt for the next part. Have I shown you Cannonbolt yet?" Ben asked. Lucy shook her head. "Man, as soon as we're on the road, I'm showing you all the rest of my aliens," he said, sitting down next to her. He held up the Omnitrix and Lucy leaned in to look as he turned the dial, flipping through his aliens. "See, here's Cannonbolt, Wildvine, Benwolf…"

"Wait, is _that_ what you call the yenaldooshi alien? _Benwolf?_ " Gwen interrupted. "That's even lamer than the names you usually give those things." Lucy laughed.

"Hey! It's a good name! It's like, with a werewolf, you switch between a man and a wolf. But with Benwolf, I switch between Ben and a wolf," Ben explained, defending his alien's nickname.

"That only makes sense if a werewolf was called a _man_ wolf, or if you switched between a wolf and a _were,_ " Gwen countered. Lucy laughed again, enjoying the banter.

"Whatever!" Ben threw his hands in the air. "It's a work in progress. I don't use that one much anyway."

A few minutes later, Max called to them from outside the Rust Bucket. After saying goodbye to Ben's parents, the trip was finally ready to begin.

Once they were on the road, Gwen sat down and took out her laptop. Lucy excitedly went up to Ben. "Okay! It's alien time!" she said.

"No, no, no. We say 'hero time,'" Ben corrected her.

"Whatever," Lucy said. "Now, lemme see them aliens."

"You got it," Ben said confidently. He turned the dial on the Omnitrix, selecting Cannonbolt. He hit the button and transformed, suddenly taking up the width of the Rust Bucket.

"Careful, Ben!" Max shouted from the driver's seat. "Transform into something too heavy and you might fall right through the floor!"

"Sorry, Grandpa," Cannonbolt said.

"Whoa!" Lucy said. "I've never seen an arburian pelarota before. I thought they were extinct." Then Lucy gasped like she just had a bright idea. She collapsed herself into a pile of purple mud and reformed as a copy of Cannonbolt. "Ah-ha! I can do that too!" she said proudly.

Cannonbolt laughed. "Awesome! Too bad we're not outside right now. We should _totally_ have a Cannonbolt race later."

Lucy melted down and transformed into her human form again. "Nah, we wouldn't be able to do that anyway. Just 'cause I can look like your aliens doesn't mean I can copy their powers," she said.

"Oh. Darn, that woulda been so much fun," Cannonbolt complained.

"Yeah, oh well," Lucy said. "Okay, okay, next one, next one!" she said, gesturing with her hands eagerly.

"Uh, well, it doesn't exactly work like that," Cannonbolt said, scratching the side of his head. "I kinda gotta wait for the Omnitrix to time out. Then I might have to wait a little bit longer for it to warm up before I can change again," he explained.

"Aw, man," Lucy complained. "So, what bad guys didja use Cannonbolt for?" she asked, curious as ever.

"Well the first thing I ever fought with this one was a giant tick that tried to suck out the planet's guts. There were also these weird alien cultist dudes who followed the tick around because they thought it was a god or something. Those guys were _weird,_ " Ben explained.

"Yeah, you're one to talk," Gwen quipped without looking up from her laptop. That got a few giggles from Lucy.

"Yeah, yeah, what-" Cannonbolt started to talk as the Omnitrix began to beep. Mid-sentence, he reverted back to Ben. "-ever, Dweeb."

Lucy grinned. "Finally! Show me another one!"

"Okay. Which one do you wanna see?" Ben asked.

"Lemme see that!" Lucy ran up to Ben and stood behind him. Putting her chin on his shoulder, she wrapped her arms around him and grabbed the Omnitrix.

"Um, hey, uh…" Ben turned a little red at Lucy's severe personal space violation. Gwen also looked up from her laptop and glared at her.

Lucy didn't seem to notice. She held up Ben's Omnitrix arm and turned the dial herself, flipping through the aliens. "Ooooh, what's this one?" she asked, a particular image on the Omnitrix catching her eye.

"Hmm? Oh! That's Way Big. I'm _definitely_ not turning into _him_ indoors," Ben declared.

"Aww, man," Lucy whined. She flipped to the next alien. "This one?" she asked.

"That's Eye Guy. He's…a little weird looking," Ben explained.

"Oooh. Show me, show me, show me!" Lucy repeated.

"Okay, okay," Ben stepped out of Lucy's embrace and transformed.

Lucy giggled. "Eww, an opticoid? You weren't kidding about the _weird_ part." Lucy laughed again, then transformed herself into a copy of Ben's alien. "Whoa," she said, flexing her eye-covered arms and looking around with them. "This is _way_ messed up. I've never tried putting my eyes anywhere but my face."

Eye Guy laughed. "Yeah, it takes some getting used to. You should try being Wildmutt. That one's got no eyes at all."

"Awesome!" Lucy melted down to her human form again. "How many of them do you have, anyway?"

"Uhh, I dunno. I think, like, 30 or 40 now?" Eye Guy guessed. "And all of them are cool enough to be superheroes on their own!" he declared.

"Wow, I can't _wait_ to fight some bad guys. When do we do that?" Lucy asked.

As Ben and Lucy continued to talk, Gwen closed her laptop. She got up and walked to the front of the Rust Bucket and sat in the passenger seat next to her grandfather.

Noticing Gwen sit down next to him, Max spoke. "Well, they certainly seem to get along well," Max commented, having overheard Ben and Lucy's whole exchange so far.

Gwen sighed. "Yeah, sure do," she said.

Max glanced at her. She looked a little forlorn. "Something wrong, Gwen?" he asked.

Gwen looked over her shoulder at Ben and Lucy, still excitedly flipping through the Omnitrix. "It's nothing," she said.

* * *

It took three days for Ben, Gwen, Lucy, and Max to encounter their first aliens of the summer.

They were stopped at a campground which was full of RVs belonging to other people who decided to spend their summer camping and traveling. Max loved walking around and chatting with everyone, but Ben didn't like it because the other campers were mostly older people.

However, Ben's annoyance was soon forgotten when a group of beige, humanoid dinosaurs started rampaging through the campgrounds, flipping over trailers and tossing people left and right.

Ben, Gwen, and Lucy were sitting around their campfire when they heard the screams of the other campers and the roars of the dinosaur aliens. Ben and Gwen stood up immediately, looking at each other. Ben smiled, and Gwen gave a light nod. They were about to rush into action when Lucy hopped up too.

"Yahoo!" she shouted. "Alright, guys! Let's do this. Alien time!"

" _Hero_ time," Ben insisted.

Gwen regarded Lucy hesitantly. She had doubts about Lucy's fighting ability. Gwen had her magic, Ben had his watch, but as far as Gwen could tell, Lucy could only shapeshift. That was definitely useful, but it didn't seem like it would help her in a fight. She was about to voice her concern, but Ben was already high-fiving Lucy, apparently not sharing her concern. The two of them took off in the direction of the commotion, so Gwen shrugged it off and followed them.

When they reached the clearing where all the noise was coming from, they counted eight aliens. In addition to the aliens, there were plenty of injured and panicking campers, trashed campsites, and burning RVs.

"Lucy, what are those?" Gwen asked. Lucy knew more about aliens than Gwen and Ben did, which Gwen had gathered from the way Lucy could give the actual names of Ben's aliens. She figured Lucy might recognize the brown lizard-men.

"I have no idea," Lucy stated. "But I'm still gonna take them down!" Her human form melted away into her muddy purple humanoid form. But then, she continued to change, growing larger and less humanoid. Her arms and neck extended, her face lost its shape, her eyes grew large and beady, and long purple whiskers and antennae extended from her head. She looked like Camille's parents did back when they attacked Joel at the wedding two years ago.

Lucy let out a roar. Most of the campers in the area started fleeing if they weren't already, but she got the attention of the dinosaur aliens.

" _Cooool!_ " Ben said, staring up at Lucy's true form in awe.

Gwen was a little freaked out by Lucy's sudden transformation, but she tried to ignore it. She targeted one of the other aliens and hurled some of her standard magic attacks at it.

Two of the aliens ran at Lucy. With her long, gooey arms, she swooped them both up, bonked their heads together, and threw them in opposite directions into the woods surrounding them. Lucy giggled in her ordinary cute little girl voice, which sounded really strange coming from her current monstrous form.

A third alien ran up and, with a roar, punched Lucy's arm, splattering it. "Owie!" Lucy shouted in minor pain, as if someone had just stepped on her foot. Her muddy body moved like a tidal wave and came crashing down on the alien that had punched her. She reformed, and two new arms extended, holding the alien out in front of her. She moved her arms behind her back, then launched the alien like she was a catapult. She giggled again.

"Damn, Lucy!" Ben shouted, watching her fight. "I didn't know you were such a boss at this!"

"Hey, Doofus!" Gwen shouted in between energy blasts. "Now would be a good time to go hero, don't you think?" She sounded annoyed.

"Oh, yeah," Ben said, as if he'd just remembered what they were doing. He held up his watch hand to select an alien.

"Yeah, Ben!" Lucy said, turning to look at him. "Show me what you got!"

"Well then, feast your eyes on _this!_ " Ben slammed his hand down on the Omnitrix. In a moment, he was Diamondhead. "Let's do this thing!" he shouted, charging at an alien and shoulder checking it, sending it hurtling back into the side of an RV. He ran up and grabbed the alien, then spun it around a few times before releasing it, tossing it into another alien. "How d'ya like that?" he asked, turning to Lucy.

"Would you quit showing off?" Gwen shouted at Ben. She'd almost said 'showing off _for her_ ,' but decided to cut herself off at the last second.

"Pfft, whatever," Diamondhead said, offhandedly punching an alien in the face.

The fight didn't last long. The aliens all either ran away or were knocked unconscious by some combination of Ben, Gwen, and Lucy's assault. The Omnitrix beeped, and Ben turned back into himself. Lucy also shrank back down and took her default human shape again. The three of them regrouped and headed back to the Rust Bucket.

"That was _so awesome!_ " Lucy said excitedly as she skipped in circles around Ben and Gwen on the walk back. "Didja see that? They were like _wham_ , and I was all like _bam,_ and Ben was like _ka-blam!_ " Lucy made her own little sound effects to describe the fight as if it were something out of a comic book. She stopped skipping, landing right in front of Ben and stopping him in his tracks. She leaned in uncomfortably close, smiling expectantly. "Sooo?" she asked, her eyes darting between Ben and Gwen. Ben just stared back awkwardly, and Gwen looked irritated. "How'd I do?" Lucy asked.

"Oh," Ben said. "You were amazing!"

"Yeah," Gwen said. "I didn't know you were that…big." Gwen's initial doubts about Lucy's ability to fight turned out to be unfounded after all. She realized having Lucy on the team might actually be quite beneficial.

"Yay!" Lucy jumped several feet into the air, throwing her fist up triumphantly. "Oh, this is gonna be the _best_ summer _ever!_ " she declared, going back to skipping in circles around the other two.

"You know it!" Ben said, high-fiving Lucy as she passed by him.

Gwen smiled lightly, but said nothing. She still wasn't sure how she felt about all of this yet. The battle had gone well, and Lucy was as friendly as ever, but something felt off to her.

 _What is going on here?_

* * *

 **Author's note:**

Happy holidays, everyone! I'll be visiting family for Christmas and New Year's, so I might not have much time to write over the next week and a half or so. But I'll see you next year!

-Gojaimas


	13. July, Year 2

**July, Year 2**

Ben sat outside, flipping through his aliens. The Omnitrix still liked to randomly scan new aliens he encountered and add their DNA to its database, and he still hadn't quite figured out how it worked. He had a few new ones that he hadn't realized the Omnitrix had scanned, and he was trying to decide which one to try first.

Ben stopped when the screen displayed the silhouette of one of the dinosaur aliens they'd fought last month. "Alright!" he declared excitedly. He thought those aliens had been pretty cool, and they looked very strong, despite how easily he and the girls had taken them all out. Without another thought, he stood and slammed his hand down on the watch.

Newly transformed, Ben let out a mighty roar. "I. Am. _Humungousaur_!" Ben thought that sounded like a cool name.

Ben heard a voice from behind him. "Wow, cool!"

"Ahh!" Humungousaur squealed. As he spun around in surprise, he tripped on his new tail and fell over.

As Ben lied on the ground, Lucy walked up next to him and leaned over, looking down at him and giggling. "Humungousaur, huh? Nice name. How did you get that one in your watch?"

"I don't know." Humungousaur stood up and examined himself. "It happens sometimes when I fight aliens. The Omnitrix scans their DNA on its own."

Lucy nodded. "So, what can this one do?" she asked.

"Let's see." Humungousaur glanced around and spotted a large boulder on the ground. He walked over to it and lifted it over his head. "Wow, I feel stronger than Four Arms!" He held the boulder in one hand and effortlessly tossed it into the air. It stayed airborne for a long moment before landing in his other outstretched hand. Then he dropped it to the ground with a crash. "Hmm, what else can I do?" Suddenly, he started growing. "Whoa, whoa, what?" Ben watched as the ground got farther and farther away until he was fifteen feet tall. "Awesome. Check me out! I'm huge!" he said, examining his hands and arms.

"Heehee, I can do that too!" Lucy maintained her human shape, but she grew until she was eye level with Humungousaur. "See?"

The beeping of the Omnitrix signaled the end of the new alien's test run. Ben turned back into his regular self. Unprepared for the sudden size change, he stumbled and fell to the ground again.

Lucy laughed at him, then shrank back down and held out her hand. "That was neat," she said as she pulled Ben to his feet. "What other new ones you got? Show me, show me!" Lucy hopped up and down in excitement, her hand clutching Ben's watch arm.

"I'm not sure. I think I got a few other new ones, but I haven't tried them yet," Ben explained.

"Do you have a lenopan?" Lucy asked.

"A what?" Ben generally didn't know the real names of the alien species in the Omnitrix, since he thought the names he made up were a lot cooler.

Lucy laughed. "A _me_ , silly. _I'm_ a lenopan."

"Oh, really? I thought you guys were called sludgepuppies." That's what Max had called them when they first met Lucy and her family two years ago. Ben hadn't realized it was just a nickname.

"Nah, that's just what the Plumbers call us. 'Cause we're so _sludgy!_ " Lucy punctuated her sentence by turning her arms into tendrils of purple mud and rubbing them in Ben's face.

"Ew, gross!" Ben said, trying to shove her arms away.

Lucy laughed as she returned her arms to their human state. "So, do you have one?" she asked, still curious.

"Uh," Ben said, hastily flipping through his newest aliens. "I don't think so."

Lucy pouted, then she smiled and gasped like she had a great idea. "Use me!" she happily shouted.

"…Um, what?" Ben asked, confused.

"My DNA. You can add me to the Omnitrix. Then you can turn into a lenopan just like me!" Lucy was excitedly hopping up and down again.

"I don't know how to do it on purpose, though. The Omnitrix just kinda does it on its own," Ben reminded her.

Lucy stood and stared at the Omnitrix for a moment. She furrowed her brow like she was deep in thought. Then, without a word, she turned her hands into mud again and wrapped them around the Omnitrix.

"Whoa, hey! Lucy, what are you doing?" Ben tried to pull his hand away, but Lucy held on tight.

Lucy shook the Omnitrix back and forth, trying to push some of her mud between the cracks of it or something. Then it started beeping. Not the kind of beeping like it was timing out or self-destructing, but something else. Lucy pulled her hands back. She and Ben both watched as the Omnitrix blinked yellow-orange a few times before returning to normal.

"…Did it work?" Lucy asked.

Ben started flipping through the Omnitrix. He recognized all the silhouettes at first, and he was about to say no, but then he saw a new icon. "Whoa, I think it did!" he said in amazement. Lucy squealed in excitement and clapped her hands together. "I guess it scanned you while you were messing with it."

"Try it, try it, try it!" Lucy chanted.

Ben held his hand over the Omnitrix. Before he had a chance to press the button himself, Lucy put her hand over his and pressed it into the button. He transformed. Ben was expecting to turn into the Lucy he knew, but instead, he grew and morphed into Lucy's true form; the form she had taken when fighting the Humungousaurs. "Whoa. This is _weird,_ " Ben said.

" _Yay_! This is _so awesome,_ " Lucy declared, squealing with delight. "You look just like me!"

* * *

Meanwhile, Gwen was inside the Rust Bucket, working on her laptop with her headphones in. She hadn't heard any of the commotion from Humungousaur earlier, but she happened to take her headphones out a moment ago. Now she was curious as to why Ben and Lucy were making so much noise outside. Stepping outside the Rust Bucket, Gwen saw Lucy in her giant, monstrous lenopan form. But, right next to her, she also saw…Lucy. Human Lucy.

"What the…?" Gwen took a few hesitant steps towards them, assessing the situation. "Lucy...What is going on out here?" Gwen asked, speaking up to get Lucy's attention. She was assuming the second lenopan was a friend or relative of Lucy's. Gwen wasn't on high alert because Lucy seemed happy to see it, but she knew to be cautious since lenopans didn't usually get along with humans.

"Gwen! Check it out!" the larger lenopan said. It started slinking across the ground towards her.

"How do you know my name?" Gwen asked. Seeing the huge alien coming towards her caused Gwen to take a step back and assume a pose like she was ready for the possibility of a fight.

Lucy giggled. "Relax, Gwen." She walked up to Gwen while the other lenopan shrank down and molded itself into a copy of Lucy's human form.

"What…What the…?" Gwen looked back and forth between the two completely identical girls. She had no idea what was going on.

The two Lucys stood in front of her and laughed. "Look, Gwen! There's _two_ of me!" The Lucys high-fived and laughed some more.

"Uhhh…Lucy? I'm serious. What's going on?" Gwen asked.

One of the Lucys morphed into Ben. "Psych!" he said. "It's me!"

"You…?" Gwen glared at him, then rolled her eyes and sighed. "So, the Omnitrix accidentally scanned Lucy, and now you can shapeshift too. Is that it?"

"Well, not exactly, but pretty much. And it _rules_ , by the way."

"Yeah. Now we're _both_ awesome," Lucy said, stretching her torso and twisting in place several times before letting herself spin. She quickly lost her balance and nearly fell over, but she managed to recover in time.

Gwen heard the Omnitrix beeping and she turned her attention to Ben. However, the beeping didn't seem to be coming from him. It sounded like it was coming from Lucy. Gwen looked back and forth between them, certain she was hearing it wrong somehow. Suddenly, Lucy turned into Ben in a flash of light. Now, instead of two Lucys, there were two Bens. "What the…Wha...?" Gwen was more confused than ever, and she was having Ditto flashbacks.

The Bens laughed. One of them, the one who had turned into Ben first, morphed into a pile of purple mud, then reformed as a human Lucy. " _Psych_!" she said, the excitement clear in her voice. "Gotcha again, Gwen!" She burst into giggles.

Gwen gawked at the sight. "So, you were _you_ , but you were _you,_ " she said, her hands moving back and forth as she pointed to Ben and Lucy. The two of them laughed at her confusion. She sighed. "You guys are nuts."

Lucy smiled brightly like it was a compliment, and Ben gave her a teasing smile.

"So, what happened?" Gwen asked. "Did you finally figure out how to scan aliens manually?" Gwen looked to Ben, or at least she hoped it was the real Ben.

"Uh, no. Well, sort of? We did it on purpose, but all she did was touch it. But that's not how it always works," Ben tried to explain.

"She just touched it and it scanned her?" Gwen asked.

"Ya-huh!" Lucy nodded in agreement. "I gave him some of my DNA!"

"Ew, _gross._ Don't say it like _that_ ," Gwen complained.

Lucy giggled, then suddenly hugged Ben. "And now, a part of me will _always_ be with you."

"Uh, thanks…" Ben blushed and pulled back a little, not sure what to do. Lucy didn't let go of him and looked him right in the eyes, her little smirk giving away how much she was enjoying his awkwardness.

Lucy felt a hand on her shoulder. "Lucy, remember that little talk we had about _personal space_?" Gwen said before yanking her off of Ben.

Ben cleared his throat, straightening out his T-shirt awkwardly. "Thanks," he said to Gwen.

"Don't mention it."

Lucy smirked teasingly. "Careful, Gwen. Guys don't like clingy girls."

"Weren't you just _literally_ clinging to him?" Gwen countered.

Lucy gave her a questioning look and held up her hands slightly, like she thought Gwen was missing the point.

"...Also, _ew_."

" _There_ it is!" Lucy snapped and made finger guns at Gwen.

Gwen sighed. "You are _such_ a little-" Gwen felt a hand on her shoulder.

"Hey," Ben said. "Look, sorry about the whole shapeshifting prank, okay? It was just a joke. You don't gotta be _that_ annoyed with her."

It took Gwen a moment to figure out what he was talking about. She hadn't been thinking about the prank, but Ben's intervention made her realize how irritable she'd been acting. "...Right. Sorry." She turned to Lucy as she apologized and caught a glimpse of Lucy looking a little guilty herself. But she quickly smiled.

"Nah, don't worry. It was my bad."

An uncomfortable air hung over them for a moment.

"So, uh, wanna head back inside?" Ben suggested, gesturing towards the Rust Bucket.

Gwen and Lucy nodded, then followed him inside.

* * *

A few days later.

Gwen slept in late, which was unusual for her. When she got up, she walked out of the bedroom to find Lucy sitting at the table.

"Mornin', sleepyhead," Lucy greeted her.

"Good morning, Lucy," Gwen said, grabbing some cereal and sitting down across from her. "Where's Ben and my grandpa?" she asked, noticing she and Lucy were the only ones in the Rust Bucket.

"Oh, they're on a _super-secret_ Omnitrix-type mission," Lucy explained. Gwen gave her a look, confused. "Nah, just kidding," Lucy said. "They're getting groceries and some camping supplies, and your grandpa said something about meeting an old friend of his, I think."

"Why didn't they take us with them?" Gwen asked.

"They would've, but you were sleeping. And I stayed behind so you wouldn't be alone when you woke up. Ben wanted to stay behind too, but your grandpa insisted on dragging him along," Lucy explained. "So that means you and me get to spend the whole day together, just the two of us!" Lucy said triumphantly.

"Oh. Cool," Gwen said. She wasn't entirely sure if that was a good thing.

The two of them chatted for a bit while Gwen finished her breakfast. It reminded Gwen of the mornings she'd spent with Lucy while she was staying at her house before summer vacation began. As energetic as Lucy normally was, she was a little calmer and more reserved in the morning just after waking up. Gwen appreciated being able to keep up with her for a change.

"Let's do something fun," Lucy suggested as Gwen put her dishes in the sink.

"Okay," Gwen agreed. "Like what?"

"Hmm," Lucy thought for a moment. "Ooh, I know! Teach me karate!"

"Why do you wanna learn karate? You can just go giant-mud-alien when you need to fight bad guys," Gwen said.

"Well, you can do magic, and you still do karate," Lucy countered.

"… Fair point," Gwen said. "Uh, okay. Sure, I can show you some basic stuff."

"Yay!" Lucy cheered. "Let's go!"

Gwen and Lucy went outside. They didn't have anything to practice on, so they piled up some cushions and other junk into a makeshift punching bag.

Lucy shapeshifted her clothes into a karate gi. She put her hands together and bowed to Gwen. "I am ready to learn, O wise teacher," she said.

Gwen chuckled, then cleared her throat, preparing to begin her demonstration. "Okay, now, I actually do both karate and judo. They're both weaponless, Japanese martial arts that focus on quick movements. Judo is more about holds and throws, while karate is about sharp, quick blows to sensitive parts of your opponent's body."

Lucy laughed a little.

"What?" Gwen asked.

"Nothing, I'm just remembering something Ben once said about how everything you say sounds like a book report."

Gwen rolled her eyes. "In that case, pretend this bag is Ben, and I'll demonstrate." She got into a stance in front of the punching bag, then hit it with a chop from the side with amazing speed. "With a chop like that, you'd probably be aiming for the neck."

"Lemme try!" Lucy said, stepping up to the bag. "Hi- _ya_!" she shouted, bringing her arm way back, then swinging it at the bag. "Take _this_!"

Lucy's hamminess made Gwen smiled. "That's good, but you have to be faster. The way you held your arm out before striking would have broadcasted to your opponent what you were going to do, which would give them a chance to counter it." Gwen and Lucy switched off a few more times, with Gwen demonstrating and Lucy attempting to copy her.

"Awesome!" Lucy started to get the hang of it. "Can we do some kicks now?" Lucy asked, kicking the air and almost losing her balance in the process.

"Well, there's not a lot of kicking in karate, actually. That's more taekwondo," Gwen explained. "But it's good to know how to do it, I guess." She went on to show Lucy a few different kinds of kicks. The two of them kept practicing until Gwen accidentally knocked the punching bag over, causing the junk parts they assembled it with to break off and scatter all over the ground.

Lucy laughed. "Dang, Gwen, You don't know your own strength," she said admiringly.

Gwen shrugged, but she smiled proudly.

Next, Gwen showed Lucy some basics of judo. Only this time, they were practicing on each other, so Gwen tried to be a little more careful.

"Okay," Gwen said as she readied a demonstration. "Lift your arm up like this, like you're trying to punch me." She took Lucy's arm and lifted it up. Lucy held it there. "So now, if I grab you here and here, I can…" In an instant, Gwen flipped Lucy to the ground and pinned her.

"Whoa!" Lucy shrieked. It all happened with disorienting speed.

Gwen stood up, then took Lucy's hand and helped her up. "Okay, now you try," she said, holding up her arm the way Lucy had before.

Lucy's grabs were a bit off their mark, but she was still able to knock Gwen over. Of course, she also lost her balance and fell on top of her. They both let out an 'oomph' when they collided on the ground. Then they both started cracking up.

Gwen started to sit up, but Lucy pushed her back down. "Nuh-uh, I've got you now!" And just like that, Gwen's attempt to teach Lucy judo turned into a playful wrestling session. They continued to laugh and spout hammy wrestling phrases as they tossed about, trying to pin one another to the ground.

"Okay, okay, you win," Gwen said, panting as Lucy knelt on top of her. Lucy's arms pinned hers to the ground. As was expected of Lucy by now, she held her face uncomfortably close to Gwen's. "You can…You can get off me now."

"I dunno, I kinda like it here," Lucy said with a smirk.

Gwen started blushing, even though she knew Lucy must just be messing with her on purpose.

"Oh, alright." Lucy giggled and stepped off of her, standing up. She held out both hands to help Gwen up.

Gwen examined herself. She was covered in dirt, but she wasn't hurt in any way. "Okay, I think that's all for this lesson. I need to get cleaned up."

"Are you sure? I don't mind if we get a little dirty," Lucy said, her smirk making the innuendo clearly intentional.

"Lucy, _come on,_ " Gwen complained.

Lucy giggled. "Okay, okay. Thanks for teaching me that stuff. It was a lot of fun!"

Gwen looked at Lucy's bright smile, and she couldn't help but smile back. "Yeah, it was. Let me know if you ever want another lesson."

Gwen went back inside the Rust Bucket and took a quick shower. Once she was finished and changed into a clean set of clothes, she was immediately greeted by Lucy again.

"Hey! You wanna go to the mall?" Lucy asked.

Gwen furrowed her brow and looked out the window. They were in a park. "Uh, what mall?" she asked. "And won't Ben and my grandpa be back soon?"

"We're not _too_ far away from town. There's a mall there. Maybe. And the others still won't be back for awhile. Probably," Lucy said, unconvincingly.

"...You sure?" Gwen asked.

Lucy shrugged. "Dunno. But they can just call us if we're not back by the time they get here. Now c'mon, let's go!" Lucy grabbed Gwen and pulled her along. Gwen protested at first because she wanted to grab a few things, but they left shortly after.

* * *

Lucy ended up being right. The town had a mall that looked like it was only a little smaller than the one in Bellwood. The first thing Lucy wanted to do was go shopping for clothes. Gwen didn't mind, since she liked to do that too, but she was still curious as to why Lucy liked it so much.

As they walked down an aisle, Lucy spotted a dress that she seemed to like. A sly look came across her face and she looked around. No one was nearby except for Gwen. She spun around and shapeshifted her clothes into a perfect copy of the dress. "Ta-da! Whaddya think?" she asked Gwen, striking a pose.

" _Lucy!_ " Gwen said in an urgent whisper. "You can't shapeshift in public like that, remember?"

"Relax, Gwen," she said. "Nobody saw." She morphed her clothes back into her favorite star shirt and red skirt. Then she reached out and felt the fabric of the dress still hanging on the rack. "Maybe I'll get this one," she said.

"...Lucy, I've been meaning to ask you, why do you buy clothes at all?" Gwen asked. "Couldn't you just, you know, shapeshift whatever clothes you wanted? Like you just did?"

Lucy shrugged. "Real clothes are better. We don't really have them on my planet, so, they're kinda fun, I guess." Looking around, she spotted another dress she liked. "Ooh!" she said, pointing to it. "How 'bout you try that one?" she said to Gwen.

Gwen thought back to the time she'd tried on a dress in front of Ben. She blushed a little. "Uh, no thanks. I don't really like dresses."

Lucy tilted her head. "You wore a dress to my cousin's wedding," she pointed out.

"Well, that's a little different," Gwen said. "I don't mind too much when it's formal. But wearing a dress, just like, _whenever_ isn't really my thing, I guess."

"Aww, come on!" Lucy begged. "You'd look _so_ pretty in this."

Gwen saw the exaggerated puppy dog look Lucy was giving her and sighed. "Oh, fine," she acquiesced.

" _Yes_!" Lucy jumped in the air. She grabbed the dress off the rack and shoved it into Gwen's arms. "C'mon, let's go. Ooh," Lucy spotted a few more outfits she liked, so she grabbed a couple more of them before dragging Gwen to the changing area.

In the changing room, Gwen slipped into the dress Lucy had picked out for her. She examined herself in the mirror. For a moment, she kind of liked how it looked. The pink color of the dress was actually kind of nice, and it fit really well. But once again, the pink dress reminded her of the one she'd tried on in front of Ben that one time. She let out a frustrated sigh. "This is stupid," she said under her breath. Wearing a sour expression, she stepped outside.

Lucy was waiting for her. When she saw Gwen, she looked her up and down, and a huge smile spread across her face. "Wow, Gwen! You look amazing!"

Gwen was taken aback by how genuine Lucy's compliment sounded. The last time she'd tried on clothes for someone, she'd barely gotten any response out of him at all. She smiled shyly. "You think so?" she asked.

"Oh, totally!" Lucy came closer and walked in a circle around her, examining the dress. "I just _love_ it!"

Gwen appreciated the compliments, but all the attention was making her a little uncomfortable. "Well, thanks. But I still don't think I'll get it."

"Aw, okay," Lucy relented.

"I'm going to change back into my clothes, then you can try on your stuff," Gwen said, stepping back into the changing room.

"Okey-dokey!" Lucy said.

Back in the changing room, Gwen didn't start changing right away. She looked at herself in the mirror and thought of how Lucy had reacted to the sight of her. She couldn't help but smile.

 _That was...nice._

Gwen and Lucy spent the rest of the day together at the mall. They wandered around checking out the shops, got some lunch, and even spent a little time at the arcade attached to the mall. It was almost exactly like when she hung out with Ben. Before it got too late, they left and began the walk back to the Rust Bucket.

Along the way, they ate some ice cream they'd picked up just before leaving and made jokes about people they'd seen at the mall. At a rare moment when Lucy wasn't saying anything, Gwen decided to thank her. "Hey, thanks for hanging out with me today. It was fun."

"Aw, no problem," Lucy said with a bright smile.

Gwen had a thought. She had spent a lot of time with Lucy at home while they were living together, but whenever they went out to actually do something fun, they were with Ben too. And Ben was around at pretty much every other time this summer too. This was one of the first times she and Lucy had actually _hung out_ , just the two of them. And Lucy had barely brought up Ben at all, not even for any of her 'boy talk.'

 _Lucy's a lot more fun when she's not around Ben._

* * *

A few days later.

The Rust Bucket pulled up and parked near a large shack off the side of the road. Ben, Gwen, and Lucy stepped outside to take a look. The shack had a weather vane shaped like a question mark on the roof and there was a gigantic, eagle-headed totem pole on the ground beside the entrance.

"What's this place?" Lucy asked, head tilted curiously.

Gwen looked up at the sign on the roof. "Mystery...Hack?" she read.

Ben laughed. "I'll say! This place looks like a dump," he said, taking note of how rundown the whole place looked.

"Looks like they're having a little trouble with the sign," Max said, walking up behind the kids. He pointed to the ground beside the building where a big red letter 'S' was sticking out of the dirt. A goat had wandered over and was currently chomping on the big wooden letter.

Lucy gasped. "Oh my gosh, a goat!" She ran towards it eagerly, hoping to pet it.

"Why did we stop here, Grandpa?" Gwen asked.

"Well, folks in town said it was the place to be if you're a tourist," he said.

"Yeah, the place to be _bored_ ," Ben said.

"Come on, Ben," Max said. You haven't even seen inside yet. And look, Lucy's having fun."

"That's 'cause she's _Lucy_."

"Oh my gosh, a pig!" Lucy shouted in the distance. She ran out of sight around the side of the building.

"Goats, pigs," Ben said, gesturing toward the goat and the direction Lucy had run off to. "What is this, some kind of farm?"

"In the middle of the woods in Oregon?" Gwen asked.

"We fight aliens, Gwen. Stranger things have happened. But you're right, it's probably just another shitty tourist trap."

"Benjamin! Watch your language," Max scolded him. "I'm gonna go take a look inside. You two go keep an eye on Lucy."

"Okay, Grandpa," Gwen said with a nod. She waited for him to be out of earshot before lightly hitting Ben on the shoulder.

"Hey!" Ben complained.

"Don't swear in front of Grandpa, Doofus!"

"Oh, grow up."

Gwen gave him a look that said ' _Really? You think you're the mature one now?_ '

Ben groaned. "Fine. Sorry."

Gwen's expression softened. "Are you okay?"

"Yeah, yeah. Guess I'm just tired this morning."

"Hmm." Gwen nodded her acceptance. Then she grabbed him by the wrist. "Alright. Let's go make sure Lucy hasn't turned that pig into bacon by now."

Ben allowed himself to be dragged around the corner to the other side of the building. There, they found Lucy and another girl. They were both kneeling on the ground, rubbing the pig's belly.

"He's so _cute_!" Lucy exclaimed.

"I know! Isn't he the bestest pig _ever_?" The other girl looked about their age. She had braces, brown hair, and wore a very colorful sweater.

"Isn't she hot in that thing?"

Gwen gave him a surprised look, like he'd just said something inappropriate out of the blue.

"...Like, temperature-wise! Not like _that._ It's summer, why's she wearing a sweater?"

The sound of a door opening followed by footsteps came from the back of the building. A boy came around the corner behind Lucy and the sweater girl. He also looked about their age, with brown hair and a hat that had a little pine tree on it. He looked so much like the sweater girl, Ben thought they might've been siblings at first. But then he saw them interact with each other.

"There you are," Hat boy said.

"Aroo?" Sweater girl made an odd sound as she turned to give him her attention.

"Come inside, I gotta show you something!" the boy said excitedly.

Sweater girl smiled. She ran up and hugged him in a very Lucy-like fashion.

"Whoa-ho, okay, this is happening," the boy said, chuckling a little as he returned the hug. "What's going on out here?" he asked.

"Ooh, check it out! I met someone else who recognizes Waddles's greatness!" Sweater girl gestured to Lucy and the pig. Lucy looked up at them curiously. The pig oinked.

The boy suddenly realized the three strangers around him. He glanced at Lucy, then at Ben, and then at Gwen. When he saw Gwen, he looked surprised. He stared at her for a moment, but Gwen could tell he was looking up a bit too much, like he was looking at her hair or her forehead for some reason. "Um, hi!" he said. He grabbed sweater girl by the hand. "We'll, uh, see you inside in a minute." He disappeared around the corner, pulling the girl with him.

Ben and Gwen stood still for a moment, while Lucy continued petting the pig.

"Uh, who were _those_ kids?" Ben asked Lucy.

Lucy shrugged. "I dunno, but I love 'em," she said as she stood up. "And they're _totally_ heading inside to hook up right now, right?"

Gwen made a slightly grossed out face. "That's...not really our business, Lucy," she said, even though Lucy's speculation seemed accurate.

"Gwen, did you know that guy from somewhere?" Ben asked. He'd noticed the way hat boy was looking at her.

Gwen shook her head. "Hey, do I have something on my forehead?" she asked, patting her forehead with her hands.

Ben glanced at it. "Uh, no. Why?"

"I don't know. That guy was kinda looking at me strangely."

Lucy giggled as she walked up to Gwen. "He's probably just into redheads." She reached out and ran her hand through Gwen's hair.

Gwen slapped her hand away. "Lucy…" she said sternly.

"I know, I know." Lucy looked around. "Where's your grandpa?"

"He went inside," Gwen said.

"'Kay. Let's go inside too. What is this place anyway? A farm?" Lucy asked.

"Right?" Ben interjected.

Lucy gasped. "Do they have more animals to pet inside?"

"We don't know. We haven't gone inside yet. But probably not," Gwen said. "I'll ask my grandpa if we can stop by a petting zoo another day though, if you want."

Lucy looked amazed. "They _have_ those?!"

The conversation was getting a little too 'cute' for Ben, so he decided to go on ahead. He walked back to the front of the building and went in the front entrance where Max had gone in.

Inside the shack was a ton of weird junk. Signs with question marks and phrases like 'Be Amazed!' covered the walls, which reminded Ben of all the signs around the giant rubber band ball they'd seen at another lame tourist trap during their first summer trip. A cheap toy flying saucer hung from the ceiling with a price tag on it, which made Ben wonder if it was for sale or if the owners just hadn't bothered to take the tag off when they bought it. Glass jars full of strange colored liquids could be seen on various shelves and tables, usually covered with warning labels or having what Ben hoped were fake body parts suspended inside of them.

 _I wonder if a hoarder just put up a sign outside their house and started charging admission._

As Ben walked through the shack in search of his grandfather, he spotted someone sitting at the checkout counter of the gift shop that made him stop in his tracks. She looked a bit older than him, probably just starting high school. She wore a green flannel shirt and a lumberjack cap, and she had her boots up on the counter as she leaned back in her chair, reading a magazine. But what was perhaps most striking to Ben was the girl's long, flowing red hair.

 _She's...whoa._

Ben hadn't felt this way from looking at a girl since he first saw Kai.

Ben heard giggling from behind him. "See? What'd I tell ya? Redheads."

"Ahh!" Ben jumped in surprise, spinning around. Gwen and Lucy had been standing behind him.

"You spitfires have all the luck," Lucy said to Gwen.

Gwen furrowed her brow. "You could've been a redhead if you wanted to be."

"Oh, right," Lucy said, apparently forgetting she didn't technically have any hair at all. "Eh, I'm more of a Cassie than a Barbara anyway." She turned her attention back to Ben. "Good to know you've got a type though, Benjamin."

"Don't call me that," Ben said. "And besides, that's _not_ my type. I'm kinda put off of redheads forever from having to deal with this Dweeb all my life, thank you very much." He offhandedly pointed with his thumb towards Gwen.

"Oh, what a coincidence," Gwen said with fake kindness. "That's pretty much the same reason I could never date a dumb guy."

Ben was about to respond to that, but he noticed Lucy covering her mouth like she was trying to avoid bursting with laughter. He cleared his throat, deciding to drop the subject. "So, you guys checked this place out yet? What a bunch of crap."

"It _is_ kinda lame," Gwen agreed.

"Aww, I don't know about that," Lucy said. "Take a look at these cool pictures!" She pointed at a bunch of photographs hung up on the wall showing various creatures. One showed a pterodactyl flying over what looked like the trees outside the shack. Another had a very angry garden gnome growling at the camera. And another showed some kind of scarecrow-looking thing wearing a yellow mask with a jack-o'-lantern face on it.

"Probably just photoshop," Gwen said skeptically. "And that one right there is clearly just a guy in a costume."

Lucy shrugged, stepping away from the photos. "Ooh, what kind of animal is that?" she asked, pointing at a taxidermy rabbit with antlers.

"Uhh...It's not a real animal. It's probably a rabbit with deer antlers," Gwen explained.

"How do you know they're not real?" Lucy asked.

"They just aren't."

"You probably said the same thing about aliens until you met one."

Gwen held up a finger and opened her mouth to retort, but she couldn't think of anything to say.

"That's...a surprisingly good point," Ben said. He looked at the Omnitrix and briefly considered trying to scan the taxidermy animal.

 _You never know._

Lucy looked all around the room. "Hmm. I'm gonna go try and find those kids with the pig," Lucy said. "I wanna know what they're all about. And how _I_ can get a pig." Lucy took off skipping towards the back of the shack.

"...Just because magic and aliens are real, doesn't mean _everything_ paranormal has to be real, right?" Gwen asked Ben.

"How should I know?" Ben shrugged. "But honestly, at this point, I'd believe you if you told me Santa Claus was an alien who gave out presents to lure people into a false sense of security for when his kind invades the planet or some bullshit."

"Would you quit swearing so much?"

"Why? Grandpa's not here."

"Ugh, whatever. Say, where is Grandpa anyway?"

"I don't know. Maybe he's further inside."

Ben and Gwen spent another ten minutes wandering around the shack, pointing out cheap ripoffs and making jokes about the obvious hoaxes. Eventually, they found Max in one of the back rooms, chatting and laughing with another old man wearing a black suit and a red fez.

"Ah, grandkids, huh?" the old man said. "Haha, I know how that goes. I got my great-niece and nephew staying with me this summer. Buncha little hellraisers, aren't they?"

"They sure are," Max agreed with a laugh. "Well, here they are now! Ben, Gwen, this man is the owner of this fine establishment," he said, introducing the man he was chatting with.

"Uh, hello, sir."

"Hey."

"Hey there, kids! Enjoying your journey into the world of mystery?" the owner asked.

"Uh, well…" Gwen began.

"This place is really lame," Ben said bluntly.

"Yeah, yeah, whatever. Just buy somethin' on your way out, will ya?" the old man said off-handedly. Then he turned back to Max. "Hey, lemme show ya my collection of questionably authentic trinkets I've picked up from my travels around the world!"

"Sounds wonderful!" Max agreed, following the owner out of the room.

Ben and Gwen didn't follow them. "You got any money?" Ben asked.

"Nope." Gwen shook her head.

"Well, sucks for that guy. Wanna bail and go play video games in the Rust Bucket?"

"Sure. I don't think I can stand all this fake paranormal stuff much longer anyway."

* * *

Some time later, Ben and Gwen were still playing video games when the door to the Rust Bucket opened loudly.

"Woohoo!" Lucy shouted, jumping inside. Max followed close behind her.

"Ah, good. You're already back. Ready to get going?" Max asked, heading for the driver's seat.

"Yes, _please_ ," Ben said.

Lucy sat at the table across from Ben and Gwen. "Hey! Where'd you two run off to?" she asked.

"Here," Gwen said. "Where were you?"

Lucy smiled smugly and held out her phone. "I got _both_ their numbers!" she said proudly, her phone displaying her contacts list.

"Who, those kids from earlier?" Ben asked, leaning in to read her phone screen.

"Yuh-huh!" Lucy said. "You shoulda seen how awkward and sweaty the dude got when I asked for his number. It was _hilarious_!"

"Is that them?" he asked, pointing to two names listed one after the other.

"Yuh-huh!"

Ben raised an eyebrow. They had the same last name. "Wait, what? Were they…?"

"Hmm?" Lucy turned her phone around to look at it. "Oh. Yeah, turns out they're weren't a couple. They were twins!"

"Twins?!" Ben and Gwen said in unison.

"Yep!"

"They seemed, like, _way_ too close for siblings," Ben said.

"Yeah. I thought they were dating too," Gwen agreed.

Lucy giggled. "You know, they actually thought the same about you guys."

" _What_?!" Ben and Gwen spoke at the same time again.

"They saw you holding hands!" Lucy explained.

"No we _weren't_!" Gwen insisted.

"Yeah! She was just grabbing my wrist and dragging me around!" Ben agreed.

Ben and Gwen turned to look at each other. They realized they were sitting shoulder to shoulder and quickly slid apart.

Lucy laughed uproariously at their reaction. "Man, I should've gotten that on video. You guys are _priceless_."

Ben and Gwen were both annoyed, but they wordlessly agreed to never speak of this again. They went back to playing video games in an attempt to ignore Lucy while she texted on her phone.

 _Who would think that about us?_

Ben couldn't get his mind off of it so easily. He looked at Gwen. The memory of that pretty girl from the gift shop suddenly came to mind. Somehow, his mind blurred her together with Gwen, and he imagine what she'd look like at that age and with longer hair.

"What is it?" Gwen asked, noticing Ben was staring at her.

"Nothing," Ben said hurriedly. Luckily, Gwen seemed to shrug it off, but Ben was mortified.

 _Freaking redheads._

* * *

 **Author's note:**

I'm back! Sorry to keep you all waiting. I was away for Christmas and New Year's and didn't have time to write. But rest assured, I have no intention of dropping this story. I should be back to my usual schedule of about one chapter every week or so.

For those of you wondering why Lucy seems so interested in Ben and Gwen's relationship, ask yourselves, why are _we_ so interested in Ben and Gwen's relationship?

Oh, and don't think too much about the crossover part. It won't really come up again. I just thought it'd be a fun scene, and I like the idea of many other cartoons taking place in the same universe.


	14. August, Year 2 (Part 1)

**August, Year 2 (Part 1)**

With only a few weeks left in the summer, Max decided they should stop by one of his old Plumber bases on the way to their next stop. It was similar to the Mount Rushmore base, only it was smaller and had been abandoned even earlier. However, according to Max, it was still a fully stocked base with everything one would need to fight aliens, although any equipment left behind would be extremely outdated and probably not even in working condition.

From the outside, the entrance looked like an old metal factory door in the side of a mountain. "Is this it?" Ben asked. He knocked on the door as if testing whether it was real or not.

"Don't let the exterior façade fool you, Ben. The security here is still top notch. Go ahead, try to get in," Max challenged him.

Ben looked at him, then back at the door. He shrugged, grabbing the handle and pulling. The door came off its hinges, and Ben stepped out of the way as it crashed to the ground. Without a word, he gave Max a smug look. Gwen and Lucy giggled.

"…Well, now that I think about it, the security in this place wasn't that great even when it was still in use," Max admitted. "Anyway, come along, kids. I'll give you the grand tour."

As Max had predicted, the base seemed pretty broken down, but he still proudly showed everything off like it was his pride and joy. Ben kept trying to touch everything, and Gwen had to be the one to enforce a no-touching rule after the third time he broke something. Lucy managed to fire off a dozen questions every time they entered a new room. As knowledgeable as Max was about the base, some of her questions were so oddly specific that they just plain stumped him.

The base was full of old computers and some appropriated alien technology, but nothing seemed too impressive. That is, until they got to the shuttle bay.

"Whoa!" Ben, Gwen, and Lucy all said at the same time.

Max chuckled. "Yep, she's really something. Not as nice as the Rust Bucket, though, if I do say so myself."

The other rooms they'd seen so far were tiny in comparison. The bay extended several stories up. The rocket in its center looked like a cross between an Apollo rocket and a few different kinds of spaceships they'd seen over the years.

Lucy stared up at the rocket. She'd come to this planet in a spaceship, and was probably more familiar with them than anyone else in the room, but she still looked really interested. "Does it still work?" she asked.

"I'm not sure. It's an older model, and the base has been out of operation for some time. It might still work, but it probably isn't very safe," he said.

"Let's take it for a spin!" Ben suggested.

Gwen lightly smacked him on the back of the head. "Were you even listening, Doofus?"

"Ow!" Ben moaned. Then Lucy walked up to him and smacked him on the head as well, although she did it so lightly he could barely feel it. "Hey, what was that for?"

Lucy shrugged and giggled.

"I don't think we'll be taking this rocket anywhere any time soon. Besides, it's not exactly ours to take, even if this place has been decommissioned. Now come on, I'll show you the rec room next." Max waved them along.

The tour continued for another hour or so, and was much the same as earlier. Max originally intended for them to spend the night in the living quarters, but he was outvoted when they saw how most of the beds had been chewed up by rats (or possibly some kind of alien that had gotten loose in the base). So, once they'd seen enough, they returned to the Rust Bucket for the night.

* * *

Gwen awoke to the sound of a door closing. She checked the time on her phone, and saw it was still the middle of the night.

 _Who's up at this hour?_

Her first guess was that Ben was up to something, so she got out of bed. But when she peered up at Ben's bunk, he was still there, fast asleep. The one who was missing from her bed was Lucy. Confused, Gwen went outside to follow her.

As quietly as she could, she shut the Rust Bucket door behind her. In the darkness, she could just barely make out Lucy's form in the distance. She was going back into the old Plumber base.

 _What is she doing?_

Gwen followed her. She had to hurry a little to catch up. By the time she was inside the base, she was worried she might have lost Lucy. The base had many different room and it was kind of hard to navigate, so she had to look around.

Eventually, she made her way to the mission control room for the rocket. Through the glass pane connecting the room to the large shuttle bay, she saw that the door to the shuttle was open. If she remembered correctly, it had been closed when they were there earlier.

 _That can't be good._

In another room, a door opened up to a steel catwalk extending to the door to the shuttle. Gwen hesitantly walked across it and went inside. She heard noise coming from up above her, so she climbed a nearby ladder up a few levels into what looked like a bridge. That's where she found Lucy.

She was frantically moving around the room, fiddling with knobs and buttons and wires. She looked panicked, and in her distress, she didn't even notice Gwen until she spoke. "Lucy?"

She jumped in surprise, and Gwen was taken aback as well. Lucy looked nothing like the energetic, perpetually happy girl that she was used to. She looked close to tears.

"I…I…I need to get this ship to work," she said.

Gwen was dumbfounded, and the way Lucy was acting had her worried. "Lucy, what are you talking about? What are you doing in this thing?"

"I _need_ to help Camille. I _have_ to!" Lucy shouted. She was breathing heavily. For a moment, she and Gwen stared at each other. Then, Lucy's eye shed a tear, and she collapsed to her knees, staring off into space.

Gwen quickly walked over and knelt in front of her, putting her hands on Lucy's shoulders. "Lucy, just, just calm down for a second, okay? Tell me what's going on. Why do you need to help Camille?" It was the first time in a while that Gwen had thought of Joel and Camille. Looking back, it made sense that something must be wrong. They'd been gone for months at this point, and it seemed like no one had even heard from them.

Lucy took a few deep breaths, trying to calm herself. "She volunteered...to help Joel and the Plumbers. They needed to stop a group of lenopans from drawing attention to Earth because some of my planets enemies could easily become _your_ planet's enemies, and they're a _whole_ lot worse than we are."

"Lucy…"

"So she and Joel had to go off-world. I finally got a message from her saying they'd be back soon, but that was a month ago. They should've been back by now. If something's happened…If...I _need_ to help her!" The panic in her eyes returned, and she buried her face in Gwen's shoulder.

Gwen wrapped her arms around Lucy. She was worried now too, but she tried not to show it. "It's okay, it's okay," she said, trying to soothe her. "I know you want to help her. Believe me, I understand. But you heard what my grandpa said. This ship is old and broken down. It could be dangerous."

"I don't care!" Lucy lifted herself out of Gwen's embrace. "She's my cousin. I'll do whatever it takes to save her." A hint of fear was still present in her eyes, but to Gwen, she looked brave and full of pride as she spoke.

Gwen sighed and sat down across from Lucy. "I know a thing or two about sneaking off-planet to save my cousin," she said.

Lucy stared back at Gwen. She could tell Gwen wasn't making it up to seem sympathetic. She knew how much Ben meant to her. "What do you mean?" she asked.

At this point, Ben and Gwen had told Lucy about most of their adventures, but both of them had avoided talking about the time the Omnitrix self-destruct sequence was initiated. It wasn't something either of them liked to talk about.

"At the end of our first summer together, something happened to the Omnitrix. Tetrax, a petrosapien friend of ours, came back to Earth and told us the Omnitrix's self-destruct mode had been activated. He took Ben off-world to find the creator of the Omnitrix so he could stop it. My grandpa wanted me to stay behind, but…" Gwen hesitated. She had never really thought about her decision to sneak aboard Tetrax's ship, at least not enough to put her reasoning into words. At the time, it had just felt like the right thing to do. But Lucy was staring at her intently, so she continued. "I don't know. I just knew he needed me. So I snuck onto Tetrax's ship, and went with them."

For a moment, neither of them spoke. Then Lucy said, "Ben's lucky to have a cousin like you." Gwen smiled at that. "But now, I need to do for my cousin what you did for yours." Lucy stood up and went back to fiddling with the ship's controls.

"I'm not saying you shouldn't," Gwen said, getting up and following her. "And I want to help you. But when I went into space, I did it in a working alien craft, with an experienced pilot. If you can even manage to get this thing off the ground, for all you know, it'll just explode before it even escapes the atmosphere."

"Then what am I _supposed_ to do?!" Lucy snapped. She looked desperately around the room. "I can't just, just, sit here doing _nothing_. Camille could already be, be…" Lucy stammered.

Gwen ran up to her and hugged her again. Lucy sobbed into her shoulder for a minute before she calmed back down.

"We can ask my grandpa," Gwen suggested. "He still has connections with the Plumbers. Maybe he can make some calls and find out what's going on with Joel and Camille."

Lucy still looked like she wanted to cry, but she slowly nodded her head. Gwen took her by the hand and led her outside.

* * *

Gwen and Lucy stood outside the Rust Bucket. Lucy still looked a little shaken up, so Gwen was trying to be delicate. "Okay," Gwen spoke in a low voice. "The others are still sleeping. We'll just wake up my grandpa, tell him you're worried about Camille, and ask if he can help us contact her. Everything's going to be fine, okay?"

Lucy nodded her head, but she wouldn't make eye contact.

Quietly, Gwen opened the door and led Lucy inside. She walked over to Max and lightly shook him. "Grandpa? Grandpa, wake up," Gwen spoke in slightly above a whisper, since she still didn't want to wake up Ben.

"Huh? What?" Max rolled over and looked at Gwen. It took a moment for his eyes to adjust to the darkness. "Gwen? What is it?" He could see how distraught Lucy looked. "Is something wrong, kids?"

Gwen and Lucy both nodded gravely. "Can we talk outside?" Gwen asked.

The three of them left the Rust Bucket again. "Okay, girls. Tell me what's happening," Max said.

Gwen looked at Lucy. She didn't look like she wanted to talk about it anymore, so she did the talking for her. "It's been a really long time since we've heard from Joel and Camille, and Lucy is starting to get worried. Can you help us contact them?"

Max's eyes opened wide as he learned what was upsetting Lucy. "Sure, yes, of course I'll help. I still have a few ways to contact our off-world bases. I'm sure someone will be able to tell me what's going on with them," he said.

Gwen hadn't known Joel and Camille were off-planet on Plumber business until just minutes ago, so she was a little surprised to hear Max had known where they were this whole time. But, she figured, it made sense for him to stay informed about that side of the family.

"There's a communications center in the base. There's bound to be at least one working piece of equipment in there. Follow me."

Max led them back inside the broken down Plumber base. When they got to the comm station, Max stopped. "Uh, why don't you two wait out here," Max told Gwen and Lucy before they entered. "I'm probably gonna have to use some top secret codes and whatnot to contact them."

To Gwen, this sounded like an excuse. But she figured her grandfather must have a good reason. After all, if he contacted the Plumbers in front of Lucy, then she might end up getting some very bad news rather suddenly. If there were any problems, it would be best for him to break it to her gently. Gwen nodded, taking Lucy by the hand and leading her across the room to sit in some dusty chairs while Max went into the other room.

Gwen looked at Lucy, who was staring off into space. She still looked anxious, and she hadn't said anything in a while. In fact, Gwen couldn't think of a time that Lucy had gone this long without speaking. Or smiling.

Suddenly, Gwen realized that Lucy must have been distressed about Camille for a long time, possibly since the moment she left.

 _How did she manage to act that happy and carefree for so long while she was dealing with this?_

She tried to think of something to say to her, but she knew the only thing that would make Lucy feel any better is news about Camille being okay. So they waited in silence for Max to return.

It was another twenty minutes before the door to the comm room opened and Max stepped back out. Gwen stood up immediately, and Lucy looked at him with nervous anticipation. Max did a decent job of keeping his expression neutral, which immediately set off alarm bells in Gwen's head. If there was good news, he wouldn't have any reason to hide it.

"I got in touch with some of the off-world Plumbers, but they haven't had contact with the group Joel and Camille were with for a while," Max explained.

Lucy sank into her chair. The news wasn't necessarily bad, but it definitely wasn't what she wanted to hear. She had to go on being uncertain.

"They've been away on a mission. But they should be back soon. They're expected to return this week. We just need to wait a few days, that's all." Max tried to sound cautiously optimistic, but Gwen didn't like the sound of it. At the very least, that meant a few more days of waiting around doing nothing, still unsure whether or not Joel and Camille were even alive. And even if that group of Plumbers did return, there's no guarantee that Joel and Camille were coming back with them. "Let's head back to the Rust Bucket and try to get some sleep. It won't do us any good to worry about this anymore tonight," Max suggested.

Wordlessly, Lucy nodded without looking at anything in particular. Gwen took her by the hand and led her back outside.

* * *

Despite how exhausted Gwen was, she still had trouble getting back to sleep that night. But when she finally did, she ended up sleeping in later than everyone else. In the morning, she found Ben, Lucy, and Max already up and eating breakfast.

"Morning, Gwen!" Lucy greeted her cheerfully as she ate her cereal.

Seeing that smile on that girl's face after last night was confusing. Gwen shot a questioning look to her grandfather, who shrugged and gave her a look back that said ' _Your guess is as good as mine._ ' Meanwhile, Ben was completely unaware of the events of last night, and didn't notice anything off about Lucy or how Gwen and Max were reacting to her.

 _We need to tell Ben before he says something stupid._

Gwen knew Ben well enough to know he would never intentionally hurt someone's feelings, but that's never stopped him from doing it anyway. As she moved around the room grabbing her breakfast, Gwen made eye contact with Max again while Ben and Lucy were talking. She nodded her head in Ben's direction.

Max looked back and forth between them. He didn't seem to get it.

Gwen sighed. She nodded her head at Ben again, this time mouthing ' _Tell him_.' Then she nodded her head at Lucy.

Max opened his mouth in a silent ' _Ohhh,'_ as he finally got what she was trying to tell him.

Satisfied that she had gotten the message across, Gwen sat down at the table next to Lucy. After a moment, Max cleared his throat and spoke to Ben.

"Say, Ben, why don't you come with me into the base again this morning? There's something in there I want to try fixing, and I think one of your aliens might be able to help out."

"Okay, Grandpa," Ben agreed. Even if it was just grunt work, he still loved any opportunity to use the Omnitrix. So, he scarfed down what remained of his breakfast, and the two of them left, leaving Gwen and Lucy alone at the table.

"So," Lucy turned to Gwen. "Whaddya wanna do today?" She smiled brightly. It was like last night had never happened.

"Uh, I don't know." Gwen still wasn't quite sure what to make of the situation, but she figured if Lucy wasn't saying anything about the Camille situation, she shouldn't either. "Whatever you wanna do, I guess."

"You wanna teach me some more karate?" Lucy suggested.

"Yeah, sure. We can do that," Gwen agreed.

"Yay!" Lucy cheered excitedly. "I'll go grab some pillows to make a punching bag. Or a pillow fort."

* * *

"Well, what are we waiting for? Let's get in that rocket of yours and get going!" Ben demanded.

Max had just finished explaining to him the events of last night and their current situation. "We can't do that, Ben," Max calmly insisted. "I already told you. The ship in the bay is in no condition to fly. We just need to be patient and stay here for a few days until we find out what's happening."

"Fuck that!" Ben said disgustedly. "That's our family out there. We're not just gonna sit here and do _nothing_."

"That's _exactly_ what we're going to do, young man," Max said sternly. "But we have nothing to worry about. My nephew has dealt with sludgepuppies plenty of times before, and now that he has Camille with him, he should be more prepared than ever. Trust me. They'll be fine."

"If your ship won't work, maybe we can find another one. We'll call Tetrax. Or we'll find some other aliens. There's gotta be dozens of 'em nearby. At least one of them will have a working ship," Ben said. He wasn't about to give up that easily. Sitting by and doing nothing wasn't his style, especially if someone like Lucy needed him.

"Ben, enough," Max said, putting his foot down. But from the look on Ben's face, he knew he had to at least meet him halfway on this if he wanted any hope of Ben listening to him. He sighed. "Three days. If we haven't heard back from them in three days, we'll find a working ship and go find them ourselves," Max said. He wasn't sure whether or not he'd be able to follow through on that. With how infamous he was amongst the aliens who've had contact with the Plumbers, it usually wasn't safe for him to leave Earth. But he was confident the Plumbers would get back to him with news before it came to that.

Ben groaned and kicked the wall. "Fine," he relented. Max nodded gratefully, and the two of them began walking back to the Rust Bucket.

On the way, Ben had a moment to process what Max had told him. He was just as stunned as Gwen had been to learn how upset Lucy was. Even just this morning, she'd seemed so cheery and upbeat. He resolved to find some way to help her.

 _Someone has to._

* * *

The four of them spent the rest of the day pretending nothing was wrong. Lucy continued to act like her ordinary, energetic self, and the others figured the best thing they could do was play along.

At one point, Ben managed to get Gwen alone in the Rust Bucket for a moment. He wanted to hear her side of what had happened while he was asleep the night before. She told him how she'd caught Lucy sneaking into the base and boarding the rocket, and how she wanted to fly off to go save Camille. Max didn't know about that part. Gwen went on to explain the rest of what happened, but Ben had heard the rest from Max. However, Gwen decided to leave out the part where she told Lucy about the time the Omnitrix almost self-destructed.

"Why didn't you wake me up?" Ben asked.

"What? I don't know, I didn't want to bother you," Gwen said. "Besides, Lucy was really freaking out. I kind of wanted her to have a little privacy. I wasn't even going to wake up Grandpa, but we needed him to help us contact the Plumbers."

"I coulda done something!" Ben said. "If I go Upgrade, I can have that rocket fixed up in no time. We can take Lucy and go save Joel and Camille ourselves."

"Ben, no. Even if Upgrade can make it work, there's no telling whether or not it'll _keep_ working once the Omnitrix times out," Gwen said, thinking practically. "We need to listen to Grandpa on this." She saw the look on Ben's face. "I know you hate not being able to help. I wish we could do more than just sit around, too. But we can't."

Ben wanted to argue that more, but they were interrupted by Lucy bursting through the door. "Hey, guys! What's up?"

Ben and Gwen looked at each other and said nothing. "Not much. Hey, wanna play some Sumo Slammers?" Ben asked.

"Okay!" Lucy agreed.

Ben was even less enthusiastic than Gwen was about pretending everything was okay, but he knew he had to keep his head down for now.

 _I'll figure something out. You'll see._

* * *

After getting to know her a little better over the years, Ben and Gwen both thought they understood Lucy pretty well. However, Ben was confident he understood her far better than Gwen did.

 _Lucy isn't like Gwen. She's like me. She's a rule breaker._

Lucy wasn't pretending she was fine today in order to keep everyone else from worrying, she was doing it to fool everyone into taking their eyes off of her. Gwen may have stopped her from stealing the space shuttle last night, but why would she let that stop her from trying to do it again tonight?

 _That's what I'd do._

So that night, Ben only pretended to go to sleep. And sure enough, in the middle of the night, he heard Lucy get out of her bed and sneak out the door. Ben waited a moment in case Gwen had woken up from the noise, but she didn't. Max didn't seem to have woken up either. With the coast clear, Ben hopped down from his bunk and followed Lucy.

When he got outside, he'd already lost track of Lucy. But he knew exactly where she was going. He ran into the Plumber base and made his way to the shuttle bay. He was actually really curious to see what the rocket looked like on the inside, even though he knew it would probably be really lame compared to Tetrax's ship.

He boarded the rocket and climbed the ladder up to the bridge, and, just as he'd expected, there was Lucy. However, while he was expecting her to be trying to get the ship to work, she wasn't. Instead, she was curled up on the ground, with her face pressed into her knees. The sight of her briefly reminded him of Gwen, who cried much the same way. But he pushed that out of his head for now.

 _What is she doing?_

"Lucy?" Ben let her know he was there.

Lucy unhid her face. She didn't seem surprised to see him. There were tears in her eyes. Her irises were like a lava lamp, constantly morphing their shape and shifting their color, like she was having trouble keeping them steady. "Hi, Ben," she said, her voice extremely dull. She seemed to lose focus almost immediately.

"Uh…Gwen told me about…you know…what's going on," Ben said, walking over and sitting down beside her.

Lucy didn't say anything immediately. The two of them sat there in silence for a minute. The whole situations wasn't at all like Ben had planned. He thought she would still be trying to get the ship running, and he'd use Upgrade and Grey Matter to help her. They could've been off this planet before Gwen and Max had a chance to stop them. But, here they were.

"You and Gwen have been doing this for a while now, right?" Lucy asked. "Like, these summer trips? Fighting bad guys and stuff?"

Ben tilted his head. He didn't really expect Lucy to be asking about him and Gwen, given the current situation. But he answered anyway. "Yeah, I guess so. I mean, this is our third summer."

"Do you ever worry about something happening to her?" Lucy asked. Ben looked worried, but she couldn't tell if he was going to answer or not. "Gwen told me about the time the Omnitrix almost blew you up," she said.

"Oh." Ben hadn't expected that either.

More tears welled up in Lucy's eyes. "Camille could be dead for all I know."

Ben thought for a moment before he spoke again. "When Gwen told you about the Omnitrix almost exploding, did she tell you how she almost died too?"

Lucy shook her head.

Ben thought she looked like she wanted him to continue, so he began to tell the story. "We knew the only way to stop the Omnitrix's self-destruct sequence was to find the guy who made it. But when we got to his old base, it was overrun with Wildvines. One of them was about to eat me, so she dove in its path, and it ate her instead."

Lucy's eyes opened wide

"For a while, I thought…I thought I'd lost her…" Ben stuttered as he spoke and his eyes watered a little. He was suddenly finding this difficult to talk about. Lucy put her hand reassuringly on his back.

 _Why am I suddenly the one being consoled here?_

"But I didn't. She made it out okay, and she came back and saved me," he concluded. "Gwen is a strong person. And I think Camille is that way too. I guess...sometimes, all you can really do is trust her."

Ben wasn't sure why he was changing his mind about how to handle the situation now, and he thought what he was saying was rambly and unhelpful, but Lucy seemed to be considering his words deeply. "Camille's done so much for me. I used to think I was the only one who thought fighting with other planets was stupid. My parents treated me like a freak, like I was some kind of traitor to our kind."

Lucy sniffed, holding back more tears. Ben didn't know what to say.

"Camille was different. She's like me. Her parents don't approve of the way she cares about humans either. She brought me to Earth, where I could be away from the rest of our family. She gave me a better home. She understands me. She's been more of a mother to me than my real mother ever was." Lucy took a deep breath. "And you're right. She _is_ strong. She'll come back for me. I know it."

Ben put his arm around her and pulled her into him. She leaned against him and closed her eyes.

 _What is happening?_

Ben was still having trouble processing all of this. He'd just learned more about Lucy in one day than he had in the past two years.

 _What else don't I know?_

But he didn't want to dwell on that, and he definitely didn't want to start interrogating her. Instead, he let her rest comfortably against him until her tears dried up.

"Do you...want to go back to bed?" Ben whispered.

Lucy's eyes were closed, so Ben thought she might've actually been asleep already, but she nodded. He stood up and helped her to her feet, then they climbed back down the ladder one after the other. As soon as Lucy got to the bottom, she stumbled.

"Whoa, whoa," Ben said, grabbing hold of her to fix her balance.

"I'm okay," she said, but her eyes were only half open. Ben realized how little sleep she'd gotten in the past two days.

 _She must be exhausted._

"Here." Ben turned his back to her. "Let me carry you." Lucy seemed to agree with the idea as she climbed onto his back, allowing Ben to give her a piggyback ride. He found her to be surprisingly light given how large her true form was. He didn't even need to transform into any of his aliens to carry her.

As he walked through the Plumber base, Ben soon heard the gentle sounds of Lucy's breathing. She was asleep for real now. Ben considered that a good thing, because he wasn't sure what else to say to her right now.

When he got outside, he could see the Rust Bucket in the distance. The door opened, and Gwen stepped outside. He saw her looking around frantically. She must've just woken up and noticed he and Lucy were missing. As soon as she spotted them, she came running towards them.

" _Ben_!" Gwen called out angrily as she approached.

"Shush!" Ben called back to her. His hands were full carrying Lucy, so he couldn't gesture for her to be quiet.

"Huh?" Gwen stopped in her tracks, confused. Then she saw Lucy. Her eyes opened wide. "What happened?" she asked, clearly panicking a little. She must've thought Lucy was unconscious.

"Nothing," Ben whispered. "She's just sleeping."

Gwen looked at him skeptically. "Did you use some kind of alien knockout gas on her?"

"No, Dweeb. She was just tired."

Gwen looked relieved, probably just now realizing this meant Ben and Lucy hadn't left the planet on their own. "Well. Okay then. Let's...get her back in bed, I guess."

Ben and Gwen walked together down the path back to the Rust Bucket. Gwen held the door open for him. He went in first, creeping past a sleeping Max to get back to their bedroom. Gwen helped him carefully lay Lucy down onto the mattress on the ground beside their bunk bed, then she pulled the blankets over her.

They watched her for a moment. She looked peaceful. After stressing out so much the last couple days, she must've needed the rest.

"Let's talk outside," Gwen whispered. "I want to hear what happened."

* * *

 **Author's note:**

Hey, look at me actually keeping schedule for once!

Sorry to all of you who don't like Lucy, but Ben and Gwen aren't the only important characters in this story.

Part 2 should be up relatively soon, and then we'll be moving on to a new arc.


	15. August, Year 2 (Part 2)

**August, Year 2 (Part 2)**

Gwen exhaled with a disappointed sigh. Ben had heard her do that a lot, but it wasn't usually _herself_ she was disappointed in.

"I can't believe how stupid I was," she said. "Of _course_ catching her once wouldn't be enough to stop her from trying."

"Well, I guess we don't know if she was trying again, really," Ben offered. "Maybe she just went there to cry."

"She could have done that anywhere. She went to the rocket for a reason. I guess she just lost her nerve before you found her."

Ben nodded, deciding to accept Gwen's explanation.

The two of them sat together in the grass, a safe enough distance from the Rust Bucket that they could talk freely without having to worry about waking the others up. Ben had just finished explaining how he had followed Lucy back into the Plumber base while Gwen was asleep.

Gwen leaned forward and gripped her knees, eyes cast downwards guiltily.

"Relax. It's not your fault. And nothing happened anyway. So what's the problem?" Ben said.

"Something _could_ have happened," Gwen insisted. "And, hell, it sounds like something _would_ have happened if you hadn't changed your mind!"

Ben was going to argue, but she was right. "Sorry."

There was a pause before Gwen spoke again. "...Were you...really going to leave me behind?" she asked in a quiet voice.

"No," Ben said without hesitation. "Well, I mean, I didn't think that far ahead, really. I didn't wake you up because I knew you'd stop us. But, I think if we _had_ gotten the ship to work...I don't think I would've left without asking you to come with me."

A small, tired smile appeared on Gwen's face. "Okay."

Ben thought that would be the end of the discussion, but he made no move to stand up. He was even more tired than Gwen appeared to be, but even though he needed sleep, he found it relaxing to just sit outside with her like this.

"Why didn't you try to fix the ship?" Gwen asked.

"What?"

"That was your plan, right? What made you change your mind? You're not usually the 'sit and wait' kind of person."

Ben furrowed his brow, thinking hard. "I don't know. I just sorta...did." Gwen was eying him curiously, clearly expecting more. "Maybe seeing Lucy like that...kinda got me less fired up. And, well, what you said just started to make sense, I guess."

Gwen chuckled lightly. "It's about time you started listening to me." She was hoping for Ben to respond to that, but she noticed he looked disappointed. "What's wrong?"

"I think, two years ago, I definitely woulda done it," Ben said. "I woulda went Upgrade and flew that ship into space without a second thought."

Gwen considered that for a moment. "I guess you're just...growing up."

"Is that what growing up is? Getting boring? Getting more...normal?"

"That's what my dad says, anyway."

They both laughed. Ben had no trouble picturing Gwen's dad saying something like that.

Ben stood up. "Well, I don't like it."

"Like what?"

"Being normal. That's not what summer's about. Next year, we're going to space again," he declared. "Are you with me?" Ben held out his left arm, reaching towards Gwen.

For the briefest moment, the image of the Omnitrix beeping bright red and emitting the self-destruct alarm passed through Gwen's mind as she stared at his hand.

"Gwen?"

She looked up at him. "Let's worry about keeping your head out of the clouds first, Doofus," she said, standing up.

Ben laughed. "I'd like to see you try."

* * *

A few days later.

Ben, Gwen, and Lucy sat outside the comm room. Max was inside, talking with someone in Plumber mission control. According to the Plumbers, the group that Joel and Camille had been with were on their way back to their base. Control didn't have a headcount yet, so Max was waiting for confirmation on whether or not Joel and Camille had made it back.

The kids sat in uncomfortable silence. Lucy was staring blankly into space again, despite having managed to stay somewhat lively over the last couple days. Seated on either side of her, Ben and Gwen kept giving each other looks, trying to have a silent discussion about how to make Lucy feel better.

"Man, I still can't believe how rundown this place is," Ben said, glancing around the dusty room filled with broken furniture. "It looks less like a Plumber base and more like it _needs_ a plumber." Ben tried cracking a joke, hoping humor would ease the tension, but Lucy didn't seem to hear him.

"Won't be long until school starts up again," Gwen said. "Seventh grade should be fun. That's when the classes get more specialized at my school." Gwen tried to start a discussion about school, hoping it would serve as a distraction, but Lucy didn't respond to her either. Ben and Gwen went back to communicating silently.

Then Max came back into the room.

The sound of the door opening made Gwen's heart stop for an instant. She hadn't realized it before, but she was prepared for the worst. However, the look on her grandfather's face told her otherwise. He was smiling.

"Joel and Camille are fine," he informed Lucy, cutting right to the chase. Lucy's face lit up. She smiled, breathed a massive sigh of relief, and her eyes even teared up a bit. "You can come in and talk to them now if you'd like," Max said.

Lucy stood up and bolted past Max into the comm room. The others followed her inside, but stayed near the entrance.

Lucy grabbed the microphone on top of the comm station. "Camille? Joel?" she hurriedly spoke into the mic.

After a short delay, the voice of Camille came out of the speakers. "Yes, Lucy. It's us."

"We're alright," followed the voice of Joel.

Lucy breathed another sigh of relief, choking back tears of joy. "It's so good to hear from you," she said.

"We're so, so sorry we haven't been able to contact you more until now," Camille said. "The mission didn't go as planned. We would have called you again sooner, but-"

"Camille, it's okay!" Lucy interrupted her. "I'm just glad you're back."

Lucy started sniffling. Gwen could tell she was getting emotional, and figured they should give her some privacy. She signaled to Ben and Max, and the three of them left the room, shutting the door behind them.

* * *

Twenty minutes later, Lucy opened the door. The first thing she did was charge into Max and jump into him, throwing her arms around him in a big hug. "Thank you, thank you, thank you, thank you!" she repeated rapidly. Then she hugged Gwen, and finally Ben, all while continuing to thank the three of them profusely.

"No need to thank us," Max said. " _We_ didn't do anything, after all."

"Oh yes you did!" Lucy insisted. "And I'm gonna make it up to you guys _big time_ , I promise."

"What did Joel and Camille say?" Ben asked, curious. Gwen shot him a nervous look, but said nothing.

"They're coming home!" Lucy jumped for joy as she said that. "They're leaving in a few days, and the trip's gonna be another day or two, but they'll be back before the end of the summer. Oh, I can't _wait_ to tell them all about the bad guys we fought this summer. Camille's gonna be _so_ proud of me!"

"That's great, Lucy! I'm really glad they're okay," Gwen said.

"I know!" Lucy started skipping in circles around the three of them. "This is so _great_! C'mon, guys. Let's get outta this place and go do something fun!" Without waiting for a response, Lucy skipped out of the room.

* * *

One week later.

"Toss him over here, Ben!" Lucy shouted. She was in her true Lenopan form, a large, purple, muddy monstrosity. Ben, as Four Arms, picked up one of the weird, six-legged, alien dog-things they were fighting and tossed it across the street to Lucy. With a gooey tentacle, she smacked it out of the air, spiking it into the pavement.

"Heads up, Ben!" Gwen shouted, soaring overhead on a disc of blue magic. Two more aliens leapt at Ben from behind. Gwen shot off a couple of energy blasts, knocking one of them out of the air. The other landed on Ben's back. He grabbed it, flipped it over him, and slammed it into the ground.

"Yeah! Take that, you alien, uh…Dammit, I had something for this," Ben said, screwing up his one-liner.

Gwen flew down and stepped off her magic disc next to Ben just before the Omnitrix timed out. Lucy slinked across the street and shrank down, shapeshifting into her standard human form. "Is that all of them?" Lucy asked, looking around at the defeated aliens scattered around them.

"I think so," Gwen answered.

"Yes!" Lucy leapt into the air. "Alright, let's get back to the Rust Bucket. Come on, come on, let's go!" She took off running.

Ben and Gwen shared a look, then followed her. They knew she was excited today because they were on their way to meet with Joel and Camille, who had returned to Earth the day before. Stumbling across those aliens was a small setback, but they couldn't have let them roam free.

Ben was glad to fight more aliens, especially with the summer coming to an end soon. Even though he understood why, it still seemed weird that Lucy was so excited for the summer to end. He never looked forward to that.

When they got back to the Rust Bucket, Max took them back on the road to Lucy's house. Ben sat up front and told him about the fight. Max was very interested in what those aliens were and what they were doing here, but he had promised Lucy he'd take her home as soon as possible, so he didn't have time to investigate further.

Meanwhile, Gwen went into the bedroom in the back of the Rust Bucket to pack the rest of her things. Lucy followed her inside and shut the door.

"What's up?" Gwen asked, wondering why Lucy thought they needed privacy.

Lucy took the time to choose her words carefully, which Gwen was not used to seeing. "I wanted to talk to you. Before I get home, I mean," she said.

"Oh. Okay." Gwen nodded. She wasn't sure where Lucy was going with this, but given recent events, she was prepared for something serious.

Lucy took a deep breath. "First of all, I wanna thank you. For everything. You let me stay with you in Bellwood, you invited me on this trip, and you were so, _so_ helpful when I had that little freak out last week. You've been really cool about everything. So, thank you."

Gwen smiled. "Hey, it was no big deal." She was a little uncomfortable being given so much praise, especially since she didn't feel like she'd done anything.

Lucy grinned shyly. "I, uh, I also wanna ask you something. About Ben."

Gwen raised her eyebrows, then gave Lucy a sympathetic look.

 _She just had a really stressful experience. Is now the time to be worrying about us?_

However, she nodded for Lucy to continue.

"How do you think he feels about you?" Lucy asked, getting right to the point now.

Gwen blinked. This wasn't exactly how Lucy usually phrased these kinds of questions. "Well, I'm his best friend," Gwen said, thinking that should be enough to get the point across.

Lucy didn't look satisfied. "I talked with him a bit about what happened at the end of your first summer together," she said.

Gwen opened her eyes wide in surprise. She didn't expect that topic to come up again so soon. "Uh, what about it?" she asked, a bit nervous now.

"About how you, you know...almost got eaten by a florauna." Lucy spoke a little more delicately, expecting this to be a touchy subject for Gwen. "He was really worried about you, you know. He could barely keep himself from crying when he talked about it."

Gwen scoffed, chuckling a little. "Oh, come on. Ben's not that emotional."

Lucy pursed her lips, then continued. "All I'm trying to say is…you're really important to him. Probably much more than you think. And I know he's important to you, too. You guys really have something special."

Gwen stared at Lucy for a moment. She wasn't quite sure what Lucy was getting at, but she had an idea, and it was weirding her out. "Well, yeah. We're best friends," she repeated, again expecting that to explain everything.

Lucy smiled sympathetically, as if Gwen had missed the point entirely. She sighed. "I'm really gonna miss you guys," she said, seemingly changing the subject.

"We'll miss you too, Lucy," Gwen told her. The two of them stepped in closer and hugged. Lucy gave Gwen a kiss on the cheek, which made Gwen laugh and pull back. "Come on, let's go see what Ben's up to."

* * *

The rest of the drive was spent in relatively high spirits. The kids sat around the Rust Bucket, talking, joking around, and playing video games together while Max drove. Lucy was still as excited as ever, and she couldn't sit still for very long.

"Are we almost there?" Lucy asked Max. She'd been asking him pretty much every ten minutes since they started the drive, but Max continued to patiently answer her every time.

"Almost there, sweetheart." This time, they were actually almost there. "We've got just a couple miles to go. Shouldn't be more than a few minutes."

Lucy squealed in excitement, making Ben and Gwen flinch in surprise. "I can't _wait_. I wanna tell them all about this summer. I wonder if we fought more aliens than they did. You think they've ever seen those weird things we saw in that last city?"

Ben and Gwen looked at each other as Lucy went on and on. They chuckled a little. Lucy's hyperactivity was something they'd grown accustomed to, and they were gonna miss it when she was gone.

As Max predicted, they were pulling up in front of Joel and Camille's house within ten minutes. As soon as her neighborhood was in sight, she ran to the door of the Rust Bucket and hopped up and down in front of it until the vehicle came to a stop. As soon as it did, she threw the door open and sprinted to the house.

"Camille! Camille! Joel! It's me, open up!" Lucy shouted excitedly, rapidly banging on the front door.

Ben, Gwen, and Max had barely stepped out of the Rust Bucket when Joel and Camille answered the door. They watched as Lucy tackle-hugged them, wrapping her arms around them both. Even though she was smiling still, the others could see she had started crying, overwhelmed at seeing her surrogate parents again. They gave them a minute before joining them.

"Uncle Max! Good to see you again," Joel greeted Max as he came inside the house.

"Same to you, Joel," Max warmly returned his nephew's greeting, extending an arm to shake his hand.

"Ah, Ben and Gwen! Welcome, come on in," Joel continued to greet his guests as they walked in behind their grandfather.

Camille still had her arm wrapped tightly around Camille's waist. "Hello, everyone," Camille said, brushing Lucy's hair as she spoke. "Thank you all so much for taking care of Lucy while we were away," she told them. "We owe you so much."

"Not at all, we were happy to have her," Max said.

"You guys wanna stay for dinner? We made plenty," Joel offered.

Lucy gasped, smiling. "Can you?"

"Can we?" Ben and Gwen asked in unison, turning to face Max. They never passed up an opportunity to avoid their grandfather's cooking.

"Sure, we'd be glad to," Max answered.

As they moved into the dining room, Gwen had a faint worry that Camille may have made some kind of weird alien food that would be almost as bad as Max's cooking. Luckily, her fears were unfounded, as the table was set up with several servings of ordinary human food. Apparently they'd prepared a little feast to celebrate being reunited with Lucy, who happened to love human food. It was like Thanksgiving.

Dinner didn't carry with it any of the usual awkwardness that most Tennyson family dinners tended to suffer from. A lot of that was because of Lucy, who was always the light of the party. She excitedly told Joel and Camille about all the adventures she'd been on with Ben and Gwen that summer, and how awesome it was to live with Gwen.

Ben took the opportunity to ask Joel what it was like being a Plumber. Max didn't talk about it too much, and he was mostly retired now, so he was interested to hear what it was like nowadays.

Gwen didn't talk much. She was too busy thinking about everything that had happened. She was relieved everything had turned out alright, but she knew from experience that incidents like this came with lasting effects. She found it hard to tell what Lucy was thinking, however.

 _I can't even begin to read her anymore, can I?_

After dinner, Max suggested Ben go help Lucy bring her stuff out of the Rust Bucket and into the house while the rest of them helped with the dishes. As soon as Ben agreed, Lucy grabbed him by the arm and pulled him to his feet, taking him along as she skipped out of the room.

* * *

Lucy had considerably more stuff in the Rust Bucket than Ben and Gwen did. Whereas they had only packed for a summer trip, she had everything she'd brought with her to Gwen's house when it was decided she would be staying there. It was going to take a few trips to bring everything inside.

Ben couldn't tell which stuff was Gwen's and which stuff was Lucy's, so he let Lucy hand him what she wanted him to carry.

"What's in this one?" Ben asked as Lucy handed him a cardboard box.

"Just some comic books," Lucy said, handing him a bag.

"Comic books? What _year_ is it?" Ben thought comic books were a little outdated, but since Lucy based her human appearance mostly on comic book superheroines, he figured she must be a big enough fan to collect them anyway.

Lucy placed a small suitcase on top of the box Ben was carrying. "What's in this one?" He asked again.

Lucy gave him a devilish smirk. "My underwear."

" _Eugh_!" Ben shuddered, dropping everything he was carrying. Lucy began cracking up. "Hey, _so_ not cool!" Ben said.

"Relax, I was only joking," Lucy said. She unzipped another bag and picked it up. " _This_ is the one with my underwear in it!" She haphazardly tossed the bag to Ben.

Ben reflexively tried to catch it before he had time to process what was happening, but its contents spilled out all over him. He started to freak out until he realized the bag was full of nothing but T-shirts. He froze, his face completely red.

"...Oh."

"Psych!" Lucy resumed her cackling laughter. Ben tossed Lucy's clothes down onto the floor and crossed his arms, glaring at her.

It took almost a full minute for Lucy to calm down enough to talk again. "Jeez, I can't decide who's more fun to tease, you or Gwen," she said in between giggles. She could tell Ben was less than amused, however. "Alright, alright, I'm sorry, really. That was the last time, I swear."

"...No big deal," Ben said, trying not to sound as humiliated as he felt to be tricked like that. "So…"

"I'll pick up my shirts," Lucy said.

Ben nodded and grabbed the box of comics and the suitcase, then stood off to the side as Lucy picked up her clothing and put them back in her bag.

Once Lucy finished picking up her clothes, the two of them got back to moving her stuff into the house. After a few trips, they managed to bring everything inside.

"Where should I put this?" Ben asked, holding the last of Lucy's bags. They were upstairs in Lucy's room, where her other things were currently strewn about her entire floor.

"Just toss it over there," Lucy pointed to a pile of other bags. Ben did as she said. "Wee!" Lucy shouted, jumping face down onto her bed. She bounced and flipped over. "Ahh..." She closed her eyes as she stretched, getting comfortable. She'd missed her bed. She lied there for a moment before sitting up. "Thanks, Ben," she said.

"No sweat."

"I don't just mean for helping me carry my stuff," Lucy said, standing up. She had already said her thanks to Gwen earlier today, and she'd been looking for an opportunity to talk with Ben alone so she could thank him too. "I really had a lot of fun hanging out with you and Gwen this year." Ben smiled. "And you really helped me out. A lot."

Ben scratched the back of his neck uncomfortably. After being teased and joking around with her so much, he was caught off guard by her sudden gratitude. "Well, you're welcome. Always glad to help." Like Gwen, he felt he hadn't done anything, but he had no problem taking the credit.

Lucy took a few steps closer to him. Ben took a step back, but she just took another step forward. Lucy smiled, once again enjoying his obvious discomfort. She raised her left hand and placed it on his right cheek.

Ben froze, staring into her eyes. He started having flashbacks to last Christmas.

 _Fuck. Is she…?_

Lucy met his gaze and continued to stand there for a moment with her hand on his cheek. Without another word, she gave him a lingering kiss on the other cheek.

Ben didn't react, other than to turn red in the face again. Lucy pulled back. Ben's eyes were even wider, shocked by her actions.

Lucy smiled at him, but it wasn't the devious, teasing smile he expected. Her smile was warm and genuine. "Gwen's gonna be lucky to have you," she told him.

Ben furrowed his brow.

 _Doesn't she have me now?_

Seeing the confusion on his face, Lucy giggled and shook her head at his cluelessness.

"Come on," she said, turning and skipping to her door. "Let's go back downstairs with everyone else."

* * *

The Tennysons spent the rest of the evening at Lucy's house. Since it was too late to start driving again, Ben, Gwen, and Max spent the night in the Rust Bucket.

In the morning, they all went back inside and had breakfast with Lucy's family. They hung around for another few hours until Max decided it was time for him, Ben, and Gwen to get going. He still had several stops planned for the final week of summer, and he also thought Lucy would appreciate the chance to have some time alone with her family after being away from them for so long.

As everyone gathered around to say their goodbyes, Joel and Camille once again thanked Max and the kids for taking care of Lucy while they were away, and Lucy gave Max a big hug.

Afterwards, Lucy stood before Ben and Gwen. Even after getting a chance to talk to each of them in private yesterday, she still looked like she had a lot left to say. But before saying anything, she pulled them both into a group hug. "I love you guys _so much_ ," she said. Then she started rapidly kissing them on the cheek, switching back and forth between the two of them.

"Whoa, whoa!"  
"Haha, okay, jeez!"

Ben and Gwen pushed their way out of Lucy's hug. Max, Joel, and Camille laughed at the whole exchange.

Lucy stood back and smiled at them. "Seriously though, guys. I'm gonna miss you. You gotta text me or Skype me, like, all the time. Okay?"

"Sure, we'll definitely keep in touch," Gwen agreed.

"And come back to Bellwood whenever you can. That place is _crazy_ boring without you around," Ben said. Gwen elbowed him in the side and gave him an ' _Excuse me?_ ' look, but she smiled good naturedly.

"Deal!" Lucy agreed. She studied them for a moment. Ben and Gwen could tell she was giving a lot of thought to something, but all she said was "Good luck."

"You too," Ben said, assuming she meant with fighting aliens or something.

"Alright, kids. Let's hit the road," Max said. Everyone gave one last goodbye, and they were out the door.

* * *

Gwen flinched a little when she felt her leg bump into Ben's. She suddenly became aware of how close she and him were sitting. She didn't even know how they'd ended up like this. When they'd first boarded the Rust Bucket that day, they'd initially sat down on opposite sides of the table. Gwen had gone over to Ben's side to see what game he was playing, and the idea to go back to her side had just never occurred to her.

Being this close to Ben again felt strange.

 _It's been awhile since we've sat like this._

While Lucy was around and it wasn't just the two of them, there was always a decent bubble of personal space for each of them, even if that bubble was constantly invaded by Lucy. But now, with Lucy gone, any boundary between them just seemed to disappear almost immediately.

Gwen smiled.

 _I missed this._

She loved Lucy, especially after getting to know her so much more these past months, but now it was back to her and Ben.

 _Just me and my best friend._

She knew it would be different after Lucy left, but she hadn't realized just how much she missed this sort of thing until she had it again.

Ben was playing a game on his handheld console. Gwen knew the game. She didn't have it herself, but he'd let her and Lucy play it, and she was pretty good at it. But right now, Gwen was reading Charmcaster's spellbook. This summer had once again given her many opportunities to practice her spellcraft, but the book was so dense that there was always more to learn. She shifted her position again and leaned back to get more comfortable as she read about a new defensive spell.

Meanwhile, Ben continued tapping away at his game. The game's sound effects and the sound of Ben rapidly pushing the buttons rang in Gwen's ear. She could tell exactly what part he was trying to beat. She thought it was weird that it was loud enough for her to hear this clearly. Breaking her focus from her spellbook, she took stock of her situation.

She was laying on Ben. He had his back propped up against the wall of the Rust Bucket. She was laying on his chest. His left arm was wrapped around her, which meant he had to hold his game off to the side of her head. She also realized she was holding her book with one hand, while the other hand gently gripped the arm wrapped around her.

 _When the heck did this happen?_

She'd realized earlier how close they were sitting, but after shifting positions a few times to get more comfortable, she'd somehow managed to end up like _this_.

Gwen blushed nervously when she realized their grandfather could look back and see them like this at any time.

 _Is this weird? Would he think this is weird?_

Knowing Max, he'd probably just say, ' _Well, isn't that cute._ ' But no matter how he reacted, Gwen would die of embarrassment if anyone saw her and Ben at that moment.

 _Maybe that's why we never did this with Lucy around._

It wasn't something she'd consciously avoided, and she doubted Ben had either, but she wondered if they both subconsciously knew this was weird. Somehow they both knew to hide it from everyone else, even their grandfather and Lucy. Something about that made it feel...wrong.

But she didn't move. Instead, she tightened her grip on Ben's arm a little. He unconsciously responded by hugging her a bit tighter. It made her feel safe or something, and before long, her initial awkwardness wore off. She went back to reading her book, trying not to worry about their grandfather.

"Aww, dammit!"

Gwen recognized the 'game over' music coming from Ben's game. "What's wrong? Having a little trouble?" Gwen smirked, even though she was facing away from him.

"This level is _impossible_ ," Ben insisted, already starting again.

"Pfft, give it here." Gwen put her book down and reached back, yanking the game out of Ben's hands. He didn't protest. As she took over and started playing for him, he wrapped his other arm around her, his arms crossing and pulling her into him. Gwen ignored how flushed her face felt and tried to focus on the game, but it was difficult.

Gwen was good at this game, but Ben wasn't kidding. This level was difficult. She got pretty far for her first run, but eventually she mistimed a jump. "Shoot!" she shouted.

Ben laughed. "Not so easy after all, huh, Dweeb?"

"Whatever, Doofus." Gwen held the game over her head and dangled it from her hand like she was about to drop it.

"Hey, watch it!" Ben snatched his game back before it fell.

Now without Ben's arms wrapped around her, she felt exposed, like she'd woken up in the middle of the night and her blanket had been pulled off of her. She pushed herself backwards, pressing into him a bit more. He seemed to get the message, and once again wrapped an arm around her as he played his game.

Gwen closed her eyes and smiled. She felt so relaxed, she thought she might fall asleep like this.

... _Is this weird?_

She asked herself that same question again. The way they were sitting, the way she really seemed to enjoy the way Ben was holding her, and the way he seemed to know what she wanted him to do without her having to say it. She didn't think this was somethings cousins did, or even something best friends did. She considered sitting up and moving away from him.

 _...Ben probably doesn't even notice._

Gwen rationalized that he didn't share her thoughts. He was probably too caught up in his game to wonder about whether or not they're doing anything weird.

"Hey, kids," Max called from up front.

Immediately, Ben and Gwen scrambled to untangle themselves and sit upright.

"We're almost there. You ready?" Max asked.

"Uh, yeah."  
"Yeah, cool."

Ben and Gwen spoke at the same time. Gwen cleared her throat. Her heart was beating pretty fast. Her earlier fears of being seen by her grandfather resurfaced. She pulled her book out and placed it in front of her on the table.

Max didn't seem to have noticed anything, and if he did, he didn't seem to care. But Gwen was still nervous. She glanced to her side. Sitting next to her, Ben was intensely focused on his game. His face looked as red as hers felt.

 _Guess he was thinking the same thing after all._

She tried to go back to reading her book, but she couldn't focus.

 _Are we...too close now?_

She didn't really know what that might mean. There were all sorts of boundaries they didn't cross before they officially became friends. Now that they'd crossed those, there must be a hundred new ones to worry about, but Gwen had no idea what they were.

Gwen glanced at Ben again. Just from looking at him, she felt her heart beat faster, so she quickly turned back to her book.

 _We're best friends._

She felt the need to remind herself of that.

For the next ten minutes, Gwen managed to focus on reading her book, but Ben was always in the back of her mind. When she eventually turned to look at him again, she saw that any awkwardness he'd been experiencing earlier seemed to be gone. He was playing his game like nothing was wrong.

"Huh," Gwen said under her breath. She turned back to her book.

 _Maybe I'm overthinking this…_

* * *

 **Author's note:**

Sorry about the confusion last week, but here's some awkward Bwen stuff to make up for it?


	16. September-October, Year 3

**September, Year 3**

"Ugh…" Ben collapsed, dropping his head onto the table.

Gwen smiled sympathetically. "Yeah, I know." She turned her head around to glance at her grandfather for a moment. He was too busy driving to be listening to them. She leaned in and spoke a little quieter anyway. "But it won't be so bad this year, right?"

Ben perked up. He was about to reaffirm his hatred for school and how he dreaded the end of summer, but Gwen's words got a better message through to him. "I...guess not."

"Exactly," Gwen agreed. "We'll stick together this time. No more boring school years."

"Sorry, but nothing you can do will make school less boring."

"You know what I mean, Doofus."

Ben nodded. He understood perfectly well.

 _No repeats of our first year back from the trip. No avoiding each other. None of that crap._

He smiled to himself. They wouldn't be together all day every day anymore, but in all likelihood, they'd be seeing each other again after school just about every day. For this reason, when they pulled up in front of Gwen's house just a few minutes later, Ben and Gwen were in much better moods than they had been the previous couple of years.

Gwen's father must have been waiting by the window for them, because he stepped out the front door as soon as they arrived. Ben and Max helped Gwen carry her stuff out of the Rust Bucket as they went to meet him on the front lawn.

"Gwen! Welcome home," Frank said, kneeling down and holding out his arms.

Gwen smiled. "Hi, Daddy," she said as she gave him a hug.

 _Daddy?_

Gwen turned around and saw Ben smirking. Her face went red when she realized what she'd called her father in front of people, but she rolled her eyes and tried to play it off like she didn't care what Ben thought.

Ben shivered suddenly. Before he even saw her, he felt the icy, disapproving gaze of Gwen's mother as she came out of the house to join them.

Gwen didn't seem intimidated, however. She went up to her mother and gave her a hug, greeting her as warmly as she'd greeted her father. "Hi, Mom."

"Welcome home." Natalie placed her hands on her daughter's shoulders. When her gaze shifted over to Ben, he quickly pretended to be looking at something else.

"How was the trip, Dad?" Frank asked Max as they shook hands.

"It went off without a hitch," he declared. "And the kids seemed to have a great time."

"I hear Joel has returned home," Natalie commented. Ben got the feeling she was upset with Joel for not giving them many updates on his whereabouts.

 _I wonder how Lucy lasted so long living with someone who hates fun as much as her._

"Yep! He and Camille got home just recently," Max replied. "Lucy couldn't have been happier!"

"That's good news," Frank said. "I hope she knows she's always welcome to stay with us again."

Max nodded. "Well, I should be getting Ben back home to his parents next."

"Alright. Good seeing you again, Dad. And Ben, we hope we'll be seeing you around again this year," Frank said.

Ben was a little taken aback by his uncle's casual reference to how often he'd come over to hang out with Gwen last year. "Uh, sure." He shivered again, turning and making eye contact with his aunt. It was really hard to tell if Natalie was glaring at him or if that was just how she always looked.

"I'm glad you and Gwen enjoyed your trip again this year," she said.

Ben had no idea if she was being sincere or not. He decided to just nod.

Meanwhile, Gwen was hugging and exchanging parting words with her grandfather. Once she finished, Ben realized it was their turn to say goodbye to each other.

Usually, whenever they were in front of their parents, they would call each other Doofus and Dweeb and basically try not to come off as too friendly. Even after being friends for so long, they still hadn't quite gotten over the embarrassment of getting along in front of their parents. So, Ben was prepared for one of Gwen's clever jabs about being glad to be rid of him for the school year or something. However, instead of anything like that, she gave him a warm smile, a wave, and a very genuine "Bye!"

Ben had a comeback prepared already for an insult, but he wasn't prepared for a simple goodbye. And something about her smile really threw him off. "Uh, yeah. Bye," Ben managed, returning the wave and giving her a gentle smile. Immediately afterwards, he put on a straight face and turned away, hoping Gwen's parents wouldn't say anything about their friendly interaction.

After climbing back into the Rust Bucket, Ben sat up front in the passenger's seat. He looked out the window and thought of nothing in particular. But before long, an image flashed through his mind. In his head, he saw Gwen, smiling at him just as she'd done a few minutes ago on her front lawn.

Ben shook his head. He couldn't quite put his finger on it, but something about the way she'd looked at him was just plain odd. He didn't know why, but the image of her smile was burned into his memory, and it kept popping into his mind as they drove to his house. It gave him a weird feeling in his chest.

"Something wrong, sport?" Max asked, seeing the look of consternation on Ben's face.

Ben snapped out of it. "Ugh...Just not looking forward to going back to school is all," he said, knowing that would sound reasonable enough.

He did his best to put the image of Gwen's smile out of his mind, but somehow, he knew it wouldn't be easy.

 _Man that's weird._

* * *

The next day was Ben's first day of seventh grade. He was still in middle school, but he had a new homeroom class. When he arrived, he found his assigned seat and sat down. Unlike the other kids who milled around talking to their friends, Ben just sat there and fiddled with the Omnitrix. For the first time, Ben wished he and Gwen went to the same school. Even though he wasn't the only one sitting alone, it sure felt like it.

He was flipping through his newest aliens from that summer when the sound of laughter made him look up. His first instinct was someone was probably laughing at him or at someone else. He'd dealt with bullies enough to be used to that. But thankfully, that wasn't the case. A girl had just walked in who was now talking with two of her friends, and they were simply happy to see each other.

Ben was about to look back down at the Omnitrix, but something made him stop. He didn't know the girl who'd just entered the room, but he'd seen her around school often enough over the years. He'd been going to school with most of the kids in his grade since elementary school, so even if he'd never had a class with any of them, he at least knew their names. He was pretty sure this girl's name was Julie. He'd never been in a class with her before, so he'd never really interacted with her, or even taken much notice of her. But for some reason, he couldn't look away now. Her short hair, the smile on her face as she spoke with her friends, something about her just drew his attention.

Before long, Ben realized he was staring. Not wanting to look like a creep, he tore his gaze away from her and looked back down at his watch. But just like yesterday with Gwen, the image of Julie's smile was burned into his mind. He flipped through his aliens again, but he kept thinking about her.

 _What the hell's going on with me?_

* * *

After school, Ben went to meet Gwen at the park. They hadn't made any specific plans the day before, but they'd decided to meet there since it had become routine for them the previous year. Ben arrived first, so he had to wait around a bit.

As he waited, he thought about his day at school. He hadn't been able to focus very well all day, not that that was anything new for him. Every class was the same. He would walk in and tell himself he'd actually pay attention this time. Then his new teacher would do their introduction, and about a minute in, Ben would space out. Usually, his mind would drift back to last summer, and especially to Gwen. The only thing in school that managed to capture his interest that day seemed to be Julie, and he wasn't exactly happy about that. Luckily, he only had a few classes with her besides homeroom. In the classes he had with her, he tried to avoid looking at her, but that somehow only made it more difficult.

Ben was so preoccupied with thinking about his day, he didn't even notice when Gwen walked up to him.

"Um, Earth to Ben?" Gwen said, snapping Ben out of his daze.

"Oh!" Ben said, flinching a little. "Uh, sorry." He stood up. "Hey, Gwen."

"What's up with you?" Gwen asked. "You looked mentally off-world."

"It's nothing," Ben said. "Just thinking about my new classes and stuff."

Gwen smiled, suddenly a little excited. "Are your new classes as awesome as mine?" she asked. "'Cause all my new teachers seem really smart. One of them used to be a college professor. I can already tell I'm going to love his class."

 _Wow, she really is a nerd._

"Heh, lucky you," Ben said. "All my teachers this year are super boring, as usual."

"Just because you have the attention span of a Megawhatt doesn't mean they're boring," Gwen said with a smirk. "So, what do you want to do today? I don't have much homework yet, so I've got a few hours free."

"You wanna go to my house? Watch some TV or something?" Ben suggested.

"Sure," Gwen said. She flashed that smile again, then turned and started walking.

It took Ben a second to get his bearings. Seeing that smile again caught him off guard and sent images of her and Julie flashing through his mind.

"You coming?" Gwen asked, having looked back to see Ben standing still.

Ben shook his head and followed after her.

"Seriously, what's up? You're really spacey today," Gwen said as they walked together.

"What? It's, uh, it's nothing. Really," Ben claimed.

Gwen gave him a skeptical look, but she didn't press him any further.

* * *

Ben lied awake for a long time that night.

 _Maybe I should've talked to her about it?_

Hanging out with Gwen that day managed to take Ben's mind off of it a little, but for much of that time, he was distracted. Gwen could tell, but after he said it was nothing, she tried to act like she didn't notice from then on. He knew she could tell, though. He was doing a really poor job of hiding it.

But talking to Gwen about it would mean admitting to her that he was thinking about a girl. He didn't know if that was something he could do, for several reasons.

Earlier, he'd been trying to place the familiar feelings he'd been having about Julie. He knew he'd felt it before at some point, but it didn't come to him at first. His memory had only been jogged when he was playing a video game with Gwen, and she said something like 'I just totally crushed you.'

 _"The thing about a crush is, sometimes you get crushed."_

That's what this weird obsession with Julie was: a crush, simple as that. It's the same way he'd felt about Kai. Just one look at her was all it took. However, things with Kai hadn't exactly turned out very well. Gwen had helped him then, though. Maybe talking to her could help him again now.

 _No._

But that was out of the question. It would have been a much easier option if this was only about Julie, but in the back of his mind, there was something else holding him back too.

The memories of both Gwen's and Julie's smiling faces flashed in Ben's mind again. "Gahhh!" he moaned in frustration, rolling over in his bed and slamming his fists into the mattress.

 _Puberty sucks._

He took a deep breath.

 _Okay. Forget the Gwen thing, that's probably unrelated. Let's figure out this Julie thing. You know what, forget the whole thing. Tomorrow, I'm not even gonna look at Julie._

That was Ben's decision. His crush on Kai had been more trouble than it was worth, and he'd gotten over her, so he figured the best thing to do would be to get over Julie as soon as possible.

 _It'll be easy._

* * *

It wasn't easy.

 _I'm not gonna look at her._

Ben was telling himself that the entire walk to his homeroom, but as soon as he got there, he immediately looked at her desk. There she was.

 _Okay, that was an accident. Not my fault. She was just in my line of sight._

He walked over to his desk and sat down. He stared at his desk and tried to stop thinking about all of this, but that naturally proved to be counterproductive as it only made him think about it more.

Ben switched to looking around at everyone else in the room. There were lots of other girls in his class. Most of them had been in his class before at some time or another over the years, unlike Julie. In fact, out of everyone in this class, he probably knew Julie the least. He didn't know her at all. But then again, he didn't know Kai at all either.

Despite his best efforts, Ben looked at Julie again.

 _She's pretty._

Ben couldn't stop the words from passing through his mind. He felt kind of lame for thinking that way. Liking a girl just for her looks seemed like a very 'J.T. and Cash' thing to do.

 _But then again, they'd probably go for girls like that._

Ben turned and looked to the other side of the room where a group of cheerleaders were sitting and talking. Then he tore his eyes away from them, feeling guilty for thinking that way.

 _Don't be that guy._

He looked back at Julie. He wanted to figure out why he liked her, so that he could convince himself to stop liking her.

 _Well, I guess I kinda like that short hair._

As soon as he said that, an image of Gwen, with her distinctive short red hair, popped into his mind.

"Augh!" Ben moaned. He lightly smacked himself in the forehead. Thoughts like that were the last thing he wanted right now. He sighed.

 _This is gonna suck._

* * *

Ben's crush on Julie only got worse as the week progressed. He found himself simultaneously looking forward to and dreading the classes he shared with her, as he knew he wouldn't be able to keep himself from looking over at her every five seconds. Even hearing her voice from across the room was enough to give him butterflies, and that's not a feeling he liked.

Worse than that, she was constantly on his mind, even when he was in a class she wasn't in. He wondered what she liked and disliked. He even thought about whether or not she would ever like him back. This would go on all day, and it didn't stop until after school.

Like usual, Ben met up with Gwen as soon as they were both free after school that Friday. And since it was the start of the weekend and neither of them had anything else to do, they spent all afternoon together. After meeting in the park, they went to Gwen's house. They spent most of the time playing video games, and Gwen even showed off a new spell she'd been practicing. Ben stayed so long, he was there when Gwen's parents got home. Even though they were kind of embarrassed by that, Ben ended up staying for dinner. Finally, Gwen's father drove Ben home, and Gwen rode along with him even though she didn't have to.

Ben waved goodbye to them as they drove off. He stepped inside his house, and for no reason at all, he thought of Julie. He groaned as he shut the front door, hating the sudden intrusive thought. But that's when he realized something: That was the first time he'd thought of Julie since the school day ended.

Ben thought back to earlier in the day. He remembered thinking about her smile again as he walked to the park to meet Gwen after school. But after that, absolutely nothing until now. He ran up to his room to think about this.

 _It's Gwen._

That's what he realized. He'd stopped thinking about Julie the second he saw Gwen, and he thought of Julie again the second Gwen was gone. Except for maybe that first day, he could hardly remember any times when he'd thought about Julie while he was with Gwen. Something about hanging out with his cousin took his mind off his crush.

 _This is great!_

Ben smiled and fist pumped. This was exactly the trick he was looking for. It was the weekend now, which meant he wouldn't have to see Julie for two whole days, and he could spend practically all of that time with Gwen if he wanted to. Right away, he grabbed his phone and called Gwen.

After a few rings, Gwen's voice came through. "Hey," she said. "You forget something?"

Ben was confused, then he realized she was still in her dad's car on the way back to her house. "Oh. Uh, no." Ben hesitated for a second. He realized he hadn't thought of what to say to Gwen. He couldn't just say 'Spend the whole weekend with me so I can take my mind off my latest crush.' He lightly slapped himself on the forehead for once again acting without thinking. "I just wanted to ask if you wanted to hang out again tomorrow." He decided that was safe and true enough.

"Yeah, sure!" Gwen responded. Even though they basically hung out every day whether they made plans or not, Gwen still seemed happy to hear Ben offer. "What did you have in mind?"

"Wanna go to the arcade again?" Ben suggested.

"Sure. Hold on one second," Gwen said. In a lower voice, Ben could hear her talking to her father. "It's just Ben. He's asking if I can hang out again tomorrow…Thanks, Daddy!" Then she came in clearly again. "Yeah, the arcade sounds good."

"Okay, cool. See you tomorrow, Dweeb."

"See ya, Doofus."

* * *

The next day, Ben and Gwen met up before noon and went to the arcade as planned. For the next few hours, they challenged each other over and over again to different games, always trying to be the best. It was a lot of fun, and it reminded them of when they'd went there the previous year.

When they got hungry, they got some pizza and sat down to eat. A question had been on Ben's mind since last night, so he decided now would be a good time to ask it. "Did you tell your dad about us?"

Gwen, who was in the middle of chewing a bite of pizza, started coughing. She took a few gulps of her soda to sort herself out. "What are you talking about?" she asked Ben once she'd finished drinking. She looked kind of flustered, but Ben figured it was from the coughing.

"I just mean, yesterday, you told your dad when I asked if you could hang out today. And I guess he was cool with it. Does he know we're friends now?" Ben asked.

"Oh," Gwen said. "Uh, well, I haven't _told_ him exactly, but I'm pretty sure he can tell. I usually tell my parents what I'm doing when I go out, and when I do, I'm usually going to hang out with you, so. Plus, they didn't seem that surprised when you were there when they got home yesterday."

Ben nodded. He'd been more or less keeping his friendship with Gwen a secret from his parents still. He usually didn't tell them when he was going out, and whenever they asked him what he'd been up to, he'd tell them he was alone or with other friends from school. But, since Gwen's parents probably knew, that must mean his parents knew too. Their fathers talked all the time, and something like this would be perfect gossip for them. Ben was a little embarrassed by that thought, but it was also kind of a relief. Maybe now they could start hanging out more openly around their parents, and he could stop lying about it.

"So, you got any other plans today?" Ben asked.

Gwen perked up at that and smiled. She shook her head. "What do you want to do next?" she asked.

Ben figured she was eager to continue trying to beat him at everything, but he suggested they go someplace else next. He wanted to spend as much time with her as he could. He'd only thought about Julie a few times, and that was only in realization of just how little he was thinking about her. He wanted to keep that up as long as possible.

 _This is working._

* * *

Ben was in a good mood when he got home that night. Hanging out with Gwen had been great, and more than anything, it was relaxing. He had barely thought of Julie all day.

He realized he'd forgotten to make plans with Gwen for tomorrow. That was no big deal, since they'd usually end up texting each other or meeting at the park anyway. But Ben wanted to make sure he could spend all day with her tomorrow, the same way he had today. He took out his phone, then stopped himself.

 _What if I'm annoying her?_

They spent a lot of time together normally, but they'd hung out all last night and all day today. He figured she might want some time to herself to do other things with the rest of her weekend. For a minute, he stared at his phone a bit more intensely than was necessary.

 _If she doesn't want to, she'll say no._

He decided to call her anyway.

"Hey, Doofus." She responded after only a few rings, and she didn't seem annoyed.

"Hey. You wanna go to the mall tomorrow?" Ben asked. They hadn't been there in a while, and he knew she loved the mall.

"Sure!" Gwen said, sounding excited. "Why, what do you need from there?"

"Uh…"

 _Crap._

Gwen knew he didn't actually like going to the mall, so she must be assuming he had a specific reason. "Just some stuff," he said vaguely.

"Okay. Meet you there at the usual time?"

"You got it."

"Okay. Night, Ben."

"Night."

Ben hung up. He lied down on his bed and smiled.

 _If I keep this up, I'll be over Julie in no time._

* * *

On Sunday, Ben and Gwen hung out just as much as they had on Saturday. They spent all day together, and just as Ben had predicted, he managed to keep his mind off of Julie almost entirely.

When Monday came around, Ben walked into school thinking he was over his latest crush. He'd found a way to beat it, and he was quite proud of himself.

Then Julie walked in.

Ben's heart leapt in his chest. At the sight of her, all the same thoughts he'd had last week came rushing back. It was as if his Julie-free weekend hadn't accomplished a thing.

A look of despair washed over Ben's face as he lowered his head face down onto his desk.

 _This is gonna be harder than I thought._

* * *

 **October, Year 3**

Over the last month, Ben's goal continued to be getting over his crush on Julie. In some ways, he actually did make some progress towards that end. He became noticeably less obsessive after the first week of school. Once the situation stopped feeling new and scary to him, he just sort of accepted it as an annoying part of his life for the time being. This turned out to be a very helpful attitude, and it allowed him to take his mind off of the situation now and then. For the last couple weeks, he'd managed to have plenty of thoughts that _weren't_ about girls, which he considered an improvement over that first week of school.

Additionally, he'd been hanging out with Gwen even more this year than last year. In order to get his mind off of Julie as often as possible, he became much more reliant on Gwen, often spending entire evenings and weekends with her. For a while, Ben was worried he'd be bothering her by asking to hang out so much, but if anything, she seemed to be enjoying all the extra time they'd been spending together. Ben hadn't seen her this happy in a long time.

However, despite the progress Ben had made towards getting over his crush, it wasn't happening fast enough for his liking. He figured it would take him all year to get over Julie at this rate, and Ben was not a patient kid. So, he made a decision. He was going to talk to her.

It wasn't a decision he thought over very well. The idea came to him one night when he was frustrated about how long this stupid thing had been going on. To the twelve year old boy, a month seemed like a long time for a crush to last. After all, his crush on Kai had only lasted like a day or two. And that's what gave him the idea. He'd only liked Kai at first because she was pretty as well, but he realized he didn't actually like her very much once he'd gotten to know her a bit. Ben figured the basic concept would be the same here. He didn't really know Julie at all, so maybe if he got to know her, he'd change his mind.

The next day, he went to school telling himself he was going to talk to her.

He did not.

Ben didn't know what came over him. He arrived in homeroom first and sat at his desk waiting for her to show up. When she did, Ben wanted to simply get up, walk over to her, and start talking. But he couldn't. He looked at her and thought about it, but he couldn't even bring himself to stand up.

So the next day, he tried again.

 _You can do this._

He was disappointed in himself for chickening out yesterday, so he decided he wouldn't let himself do that again.

He sat at his desk waiting for her to show up like he'd done yesterday. And when she did, he kept sitting there. He stared at her and tapped his foot rapidly, but he didn't move from his seat.

 _Just do it. Just walk over there and say something. Anything._

He thought motivational thoughts until it was time to go to his first class. Along with everyone else, he got up and left the room, without a word to Julie.

In the hall, he smacked himself in the head.

 _I can take on giant alien monsters, but I can't talk to a pretty girl?_

Ben couldn't figure out what his problem was. Julie wasn't intimidating. In fact, she seemed rather nice. She was just…a girl.

 _Why can't I just talk to girls like I can talk to Gwen?_

Ben shook that last thought out of his head. He groaned as he arrived at his first class of the day. On the other side of the hall, he saw Julie entering a different classroom. He told himself he'd talk to her tomorrow.

* * *

One week later, Ben still hadn't talked to her.

Every day, he told himself that _today_ would be the day, but it never was. He always had some excuse. He got there too late and there wasn't enough time. She was talking with her friends and he didn't want to interrupt. She looked tired and he didn't want to bother her. But deep down, he knew the problem was him. He was just too afraid to talk to her.

One night, he considered getting some advice from someone. That certainly wasn't his style, but the situation was driving him nuts. However, there was a problem with that idea. He didn't really have anyone to ask for girl advice.

He definitely wasn't going to ask his parents. That would be way too embarrassing. Same goes for his grandfather, or any other adult for that matter.

He couldn't ask another guy either, since he didn't really know any guys at school well enough to ask them about something like this.

And that brought him to the subject of Gwen.

 _No. No, no, no. Absolutely not. No._

The way he saw it, he'd be throwing out all sense of pride if he went crawling to her asking for advice on how to talk to girls. Plus, he knew he was being a coward, and he wasn't looking forward to hearing her point that out.

Ben sighed. She'd helped him with something like this in the past, he admitted. When he had a crush on Kai, and she turned out to be kind of a jerk, Gwen was the one who'd comforted him.

 _"The thing about a crush is, sometimes you get crushed. Don't worry. There's lots of other girls out there."_

The memory of Gwen's words came to mind yet again. Getting 'crushed' was what he was worried about. It's why he couldn't bring himself to talk to Julie.

 _Sure, there's lots of other girls out there. But how do I know which ones are any different than Kai?_

Ben tried to think of what else Gwen had told him.

 _"Two secret words is all you need to know."_

That's all she'd told him when he asked her how he could get girls to like him for him, and not for his aliens. But she'd never told him what those words were.

 _Be funny? Be handsome? Have cool stuff? No, that's three words._

Ben groaned in frustration.

 _Typical Gwen. Just has to act like she knows everything, huh?_

Ben spent another hour wracking his brain, trying to figure this out. In the end, he decided Gwen had just been messing with him. There were no secret words, and he definitely wasn't asking her for advice either way.

* * *

The next week, Ben was walking down the hall in between classes. He needed to get something out of his locker for his next class. But when he got to his locker, he opened it, and everything spilled out.

"Aw, sh-" Ben sighed. His locker was always a mess, so something like this happening was bound to happen. Whenever it did, Ben told himself he'd keep his locker cleaner from then on, but it never stuck. He knelt down and started picking his stuff up.

"Need some help?" A voice from behind him said. Ben turned around and looked up. It was Julie.

He froze. She was talking to him. It was exactly what he'd been trying to do, but it had been sprung on him so suddenly that he was at a loss for words. "Uh…" Ben managed.

Julie looked a little confused, but without Ben answering her, she took that as a yes. She knelt down with him and started scooping up Ben's spilled papers and books.

Ben stared at her in surprise for a bit longer, then returned to picking up his stuff up as well.

 _What do I do?_

Ben struggled to say something, but he just continued shoveling his stuff back into his locker in silence.

"You're Ben, right?" Julie asked.

"Uh, yeah," Ben said, after a moment's hesitation. "Ben Tennyson." Grabbing the last few things off the ground, Ben stood up and closed his locker.

"I'm Julie. Julie Yamamoto," Julie introduced herself, holding out her hand.

Ben was surprised with how formal she seemed all of a sudden. Shaking hands seemed like a little much, but he shook her hand anyway, still struggling to process what was happening.

"We're in the same homeroom. And we're in a few classes together, I think," Julie pointed out, pulling back from the handshake and slipping her hands into the front pockets of her pink hoodie.

"Uh, yeah," Ben said. He looked at his locker and remembered she'd just helped him. "Thanks."

"No problem." Julie smiled. Ben smiled back, nervously. There was an awkward silence, then Julie spoke again. "Well, see you in class," she said, walking away.

"Yeah," Ben said. He stood there for a minute after she left. That simple interaction somehow seemed very unreal to him. Then he realized something.

 _I talked to her._

Ben looked around to make sure the hallway was empty before doing a quick, victorious fist pump. He smiled broadly. To him, it didn't matter that she'd initiated it, or that he'd ended up being extremely awkward. He'd talked to her, and that was a step in the right direction.

* * *

Author's note:

I know, I don't like her either.


	17. November, Year 3

**November, Year 3**

Ever since the day Ben first spoke with Julie, she'd been saying hi to him whenever they happened to pass each other in the halls, and sometimes when they saw one another in class. Ben had been returning her greetings, but he could rarely bring himself to be the one to say hi first. Beyond that, they hadn't actually talked much beyond idle chat.

Ben certainly wasn't any closer to getting over his crush on Julie. It bothered him that it had lasted this long. The few months he'd been obsessing over Julie felt like an eternity compared to the small amount of time he'd spent crushing on Kai. Although, if he were to truly admit it to himself, he still thought about Kai now and then. Every summer, he thought of asking his grandfather if they could visit her again, but he never did.

Ben had almost forgotten why he'd wanted to talk to Julie in the first place. His theory was that he only liked her because she was a pretty, unapproachable girl, and he would lose interest if he actually got to talk to her. However, if anything, the few times he'd spoken with her actually made him like her more. She appeared to be a kind, genuine person, and Ben had trouble faulting her for that.

Going into November, he resolved to talk to her more as opposed to less, as in actually talking to her beyond saying hello. This goal was similar to his previous one, only now he had the opposite intention. Rather than hoping to get over her, he was hoping to get closer to her.

 _Maybe she'll go out with me._

Ben didn't really have a solid grasp on the whole 'dating' thing yet, but he knew it's what people did when they liked each other. Lots of kids in his grade were starting to date this year. Ben didn't want to be seen as the only loser who wasn't. And luckily for him, Julie didn't seem to have a boyfriend yet either.

The day after deciding all of this, Ben walked into his homeroom with the intention of striking up a conversation with Julie.

It sounded much simpler in his head.

Rather than having a conversation with her, all he did was greet her as he walked past her desk before taking his seat like usual. He didn't say anything else to her for the rest of homeroom.

So, despite finally being on speaking terms with her, he was still pretty much right back where he'd started. He knew he could talk to her, but he just couldn't make himself do it. Even after reversing his goal, he was failing just as hard.

* * *

"Ha! I win again, Doofus!" Gwen cheered as the TV screen announced her victory. She and Ben were at her house that day, and she'd just beaten him for the third time in a row.

Ben sighed and put down his controller.

"What, you don't want a rematch? Come on, I bet I could beat you ten times in a row," Gwen challenged with a cocky smile on her face.

Ben shrugged and picked his controller back up. "Okay," he said.

Gwen furrowed her brow. Ben usually got much more competitive when she trash-talked him like that. Ordinarily, he'd respond with a few insults and a challenge of his own, or at least a 'Bring it on!' But he wasn't doing any of that. His mind was definitely elsewhere, and this wasn't the first time he'd acted like this recently.

 _This isn't like him._

"Alright, what's up?" Gwen asked, turning off the TV.

"What?" Ben asked, unconvincingly acting like he didn't know what she was talking about.

"You've been acting really weird lately. Weird for _you_ , anyway. So what happened? Someone drop you on your head _again?_ " Gwen asked. She gave him the playful smirk the two of them usually shared when trading insults nowadays.

Ben didn't return it. Instead, he had a distant look on his face, and he avoided meeting Gwen's gaze.

"Hey, really," Gwen began. Realizing Ben must actually be dealing with some sort of serious issue, Gwen's voice became softer and more empathetic, and her expression turned more serious, but gentle. She scooted closer to him on the couch. "What's the matter?"

Ben really didn't want to say anything about the Julie problem, but at this point, he had to tell Gwen something. He'd been hoping he wasn't acting strange, but apparently whatever he was doing was enough for Gwen to notice. More importantly, he heard the genuine concern in his cousin's voice. She really did just want to help.

He sighed. "I'm…having some trouble. At school," he admitted.

"Is one of your new classes really difficult?" Gwen asked. "Because, if it is, I can tutor you again. I don't know if our schools teach the exact same subjects, but they should be roughly—"

"No, it's not a class," Ben said. "I'm having problems with…a person."

"Are J.T. and Cash bothering you again? 'Cause I swear, I will kick the ever-loving—"

"No, no, that's not it either." Ben took a deep breath. He was really embarrassed to have to admit this to Gwen, but he decided not to lie to her. "It's just...there's this girl in my class. And, like, I don't...really...know how to talk to her, I guess..." His voice trailed off as he finished.

Gwen's concerned face turned to a look of confusion for a moment.

 _Wait...Seriously?_

She burst out laughing.

Ben glared at her.

"I'm sorry, I'm sorry," Gwen apologized, still laughing.

"It's not funny!"

"Yeah, it kind of is," Gwen insisted. "I mean, seriously. 'The Great Ben Tennyson,' who's fought with aliens and monsters across the galaxy, succumbs to his greatest challenge yet: Talking to a _girl!_ Dun-dun- _duuuun_!" Gwen gave her best movie trailer voice.

Ben continued to glare at her. This was _exactly_ why he hadn't wanted to tell her about this. What made it worse was he knew she was right. How could he constantly show bravery in the face of mortal danger, but still be scared of something as trivial as this?

"Well, what about you?" Ben spat out.

Gwen stopped laughing and looked at him questioningly.

"I don't see you talking to any guys. If it's so easy, where's your boyfriend, huh?"

"Er—" Gwen was taken aback. "That...That's different!"

"Oh really? How?"

"I can talk to guys. There just...aren't any other guys I wanna talk to." Gwen was glaring at Ben now, but he could see she was blushing.

"Yeah, right," Ben said sarcastically. "You're not any better at it than I am."

They continued glaring at each other for a minute, then they both averted their gaze. There was an awkward silence as they both sat there. Then Gwen spoke.

"Hey," she said softly.

Ben looked back at her. She didn't seem angry anymore. She looked apologetic.

"Look, I'm sorry for laughing," she said.

Ben, not quite satisfied, still looked a little annoyed.

"I just…What I was saying was, during the summer, I watch you throw yourself in harm's way on a daily basis, and it _never_ scares you. If you can do that, you can talk to a girl."

Ben suddenly felt a little bad. Sure, she'd laughed at him, but she was actually complimenting him right now. His expression softened. "Oh," he said. "Well...Thanks."

Gwen put her hand on his shoulder and smiled encouragingly.

"...Can I ask you something?" Ben asked.

"Sure. What?" Gwen replied.

"What are the two secret words?" Ben looked at her hopefully.

 _The what?_

It took a moment for Gwen to realize what he was talking about. She burst out laughing again. "Sorry, but I'm still not telling you. They're _secret_ words, after all."

* * *

At school the next day, Gwen went to her locker in between classes to grab a few things she needed. As she closed her locker and turned to walk down the hall, she noticed someone approaching her. She recognized him as a guy in her grade. She knew his name, but that's about it. He'd never spoken to her before, even though they'd been in several of the same classes since elementary school.

"Hey, Gwen!" he greeted her.

"Oh. Um, hi." Gwen was caught off guard, not expecting him to say anything to her.

"What's up?" he asked.

"Uh…just getting my stuff. For class."

"Cool. So hey, are you doing anything Friday night?" he asked all of a sudden.

"What? Why?" Gwen knew exactly what he was asking, but she was a little flustered.

"I was just wondering if you wanted to go out with me, maybe?" He said it like a question.

He seemed very confident. He wasn't being unfriendly at all, and if Gwen thought about it, she'd probably say he was kind of cute. But she didn't say yes.

"Oh, um, well…N-No. Sorry." Gwen stuttered out. She tried to give him an apologetic smile as she turned him down.

"Aw, no worries. Maybe some other time, huh? Well, see ya." He walked away, apparently taking the rejection well.

Gwen stood there for a second.

 _Ben was right._

She hadn't been lying to Ben when she told him he wasn't interested in any guys at her school, but she had lied about one thing. She wasn't any better at this stuff than he was.

Once she got her bearings back, she started to walk down the hall to her next class. At the end of the hallway, she spotted Emily. The wheelchair-bound girl waved to her.

Gwen waved back and approached her. "Hi, Emily," Gwen greeted her.

"Hi, Gwen," Emily said as they headed to class together. "Did I just see you shoot another guy down?" she asked.

Gwen turned red. "Well, yeah. I guess," she replied. "And what do you mean 'another guy'?"

"That's gotta be the third guy I've seen ask you out, and you haven't said yes to any of them."

Gwen was embarrassed. Ever since she'd started seventh grade, guys had been hitting on her all of a sudden. Most of them were guys who'd never talked to her before, probably because she was known as something of a 'teacher's pet.' But now, apparently they were interested in her. She didn't hate it exactly, she just didn't know where it came from and she had no idea how to handle it.

"You already got a boyfriend or something?" Emily asked when Gwen didn't respond.

 _Seriously? The only boy I even talk to is—_

"No!" Gwen said out loud to herself. Then she realized that was also her answer to Emily's question anyway. "No. I just…didn't wanna go out with any of those guys," she said.

Emily seemed satisfied with that answer. Gwen was relieved, because she definitely didn't want to talk about it anymore.

* * *

Back at home after school, Gwen started thinking about her conversation with Emily again, which she'd been doing on and off all day. Even if Ben was being foolish, she was more sympathetic of his 'girl problems' now that she'd realized how many 'boy problems' she had. Was it good that guys were suddenly talking to her, or was it bad? Should she try to get better at talking to them, or should she just not bother with it? Was she turning guys down because she didn't like them in particular, or did she not want to date at all?

Gwen snapped out of her thoughts when her laptop began ringing like a telephone. She jumped in surprise at the sudden noise. Her screen showed she had a video chat request from Lucy.

"Lucy?" she said out loud, not expecting a call from her. "Wonder what she wants." Gwen hit the answer button, and a window popped up showing Lucy's smiling face.

"Hey hey!" Lucy said, waving at the camera.

"Hey, Lucy. What's up?"

"What's _up?_ It's been _months_ since I've seen you guys, that's what's up!" Lucy said as if it should be obvious. "So, fill me in. What's new? How've you been?"

"I've been good. I love all my teachers so far this year, and I'm doing well in all my classes. Plus I've been progressing a lot with my karate lately," Gwen said, giving Lucy a brief update on her school life. "What about you? You back at your old school now?" Since Lucy had taken online classes for the last few months of the previous school year, Gwen was worried she might be having a hard time adjusting to being back in school.

Lucy beamed. "Oh, it's _great._ I get to hang out with all my friends again! And the _boys._ Gosh, the things you miss when you're not in school!"

Gwen chuckled and rolled her eyes.

 _Of course boy-crazy Lucy would be happy about that._

Then Gwen realized something.

 _Lucy might actually not be a bad person to ask about this stuff._

After last summer, Gwen had come to realize there was a lot more to Lucy than she'd originally thought. On the surface, she might seem like she's just an energetic, easily-excited, perpetually happy little girl. But deep down, she'd seen a lot more of the world than Gwen had, and she'd gained a certain wisdom from that.

"So, are you, like...dating anyone, then?" Gwen asked.

Lucy grinned like she was remembering something funny that she shouldn't say. "I've gone out with a couple guys since I got back, but nothing big. What about you?" Lucy asked.

"Me? No, no. I haven't done anything like that. Besides…well, we're not even teenagers yet, you know? Don't you think we're a little young for all that stuff anyway?" Gwen said, voicing one of her main concerns.

Lucy shrugged. "Lots of kids at my school are dating now. Way more than last year, anyway. I just kinda figured this was when people started dating on this planet."

 _That would be a really weird sentence if I didn't know Lucy was an alien._

"When do lenopans usually start dating?" Gwen asked.

"Well, uh," Lucy began. "I…don't actually know. I haven't been to my homeworld in a few years. I assume it starts around roughly the same age, though. Humans and lenopans have pretty similar life cycles."

Gwen raised an eyebrow.

 _Lucy can sound pretty smart when she wants to._

Gwen shrugged. "I always thought dating was more of a high school thing, but I guess not." She remembered something else she wanted to ask Lucy about. "It's just kinda weird. Guys in my grade have been ignoring me for years, but now they all seem to wanna talk to me for some reason. I don't get it." She went for a sip of water in an attempt to seem more casual about this than she actually was.

"It's 'cause you've got a butt," Lucy said with a smirk.

Gwen spit out her water and started coughing. "Ex- _cuse_ me?!"

"You seriously haven't noticed?" Lucy asked. "Check yourself out in the mirror sometime, girl."

"Well, of _course_ I _have_ one!"

"Yeah, but you've got a _nice_ one."

"Lucy!"

"Ask Ben, I'm sure he's noticed."

" _Lucy!_ " The course of the conversation was making Gwen extremely uncomfortable. It wasn't exactly the sage advice she'd been hoping for.

Lucy laughed like crazy. "Alright, alright, I'm sorry," she half-heartedly apologized. "I'm not wrong about the guys, though."

Gwen rolled her eyes.

"I'm serious!" Lucy insisted. "If the guys weren't into that stuff before, they are now. And they're starting to notice it with girls like you. Heck, I made myself a little curvier this year, and guys have been all over me, too."

Gwen was a bit confused by that statement.

Lucy smiled knowingly. "That's what's so nice about being a shapeshifter. I'll _always_ be hot." Lucy waggled her eyebrows at Gwen.

Gwen facepalmed, but she laughed lightly under her breath. "Okay, okay. You're probably right. Sort of. Puberty is a harsh mistress." Gwen considered asking Lucy if lenopans went through some sort of puberty too, but she decided the answer would probably be gross.

"So, is there someone you _want_ to date?" Lucy asked.

Gwen looked like she was struggling to process something. "No…no, not really. I've been asked out by a few guys recently, but I didn't really know any of them. And I don't mind _not_ having a boyfriend, you know? Plus…I don't really know what I'm supposed to do when guys talk to me like that. I don't know…"

Lucy looked at her thoughtfully. "Well, if you don't wanna date, don't date." She said it like it was as simple as that. "Talking to guys like that takes practice, but it's no big deal if you don't plan to date any of 'em anyway, right?"

"So you don't think it matters if I don't want to do something that pretty much _everyone else_ wants to do right now?" Gwen asked.

"Nope," Lucy said. "Besides, you're not saying you don't want a boyfriend _ever_ , are you?"

Gwen thought about it. "I don't know. Maybe I will eventually," she decided.

"Exactly!" Lucy said. "When the right guy comes along, and you actually _realize_ who he is, then, well, why not give it a try?"

Gwen looked at her skeptically. Lucy's wording was definitely odd, but Gwen wasn't sure what she was implying.

Lucy smiled mischievously. "Plus, that just means more guys for me!"

Gwen smiled and laughed. "Well, I'm sure you've got your share of guys after you."

"Some of the girls, too," Lucy added.

"...Wait, what?" Gwen asked, bewildered.

Lucy waggled her eyebrows suggestively again.

"Really?"

Lucy nodded.

"Oh, brother." Gwen facepalmed and laughed again. "You're…really something, Lucy."

"Something _awesome_."

"Just…take things a little slow, okay? Save some stuff for when you're, you know, a _teenager_ at least. And _definitely_ wait until high school for some…other stuff," Gwen cautioned, deciding it was her turn to give a little advice.

"You mean sex?" Lucy asked with a mischievous smile.

" _Lucy!_ " Gwen looked over her shoulder, suddenly paranoid that her parents might be overhearing their conversation. "Don't even _say_ it!"

Lucy laughed. "Relax. Camille would kill me if I did anything like that."

From there, Gwen managed to steer the conversation to more mundane topics. She and Lucy spent the next half hour catching up on other parts of their lives and discussing other things. Finally, it came time for Lucy to get going.

"Okay," Gwen said. "Well, it was great to hear from you again! And…thanks for the advice...with the whole 'dating' thing." Despite some other less pleasant topics that were raised during that discussion, Gwen actually felt a bit better about her situation. She'd been right about Lucy after all. Partially.

Lucy smiled warmly. "No problem, Gwen. Any time." She paused for a second. "And if you ever want to talk about anything else, like, maybe something that feels even _weirder_ to talk about, you can always tell me anything."

Once again, Gwen felt like Lucy was hinting at something, but she couldn't quite put her finger on it. However, she was glad to hear the standing offer. She smiled back at her. "Thanks, I really appreciate that. And same to you."

The two of them said their goodbyes, and hung up the video chat. Gwen leaned back in her chair and looked at the ceiling.

 _That was…helpful. A little weird, but helpful._

Gwen decided that, for now, her plan was to not worry about guys and dating anymore. If anymore guys asked her out, she'd just turn them down like always. Sooner or later, they should stop asking her. Maybe she'd be more into the idea at some point, but for now, she wasn't gonna care.

 _I've only had a friend for a year. No way I could handle a boyfriend._

Gwen thought for a second.

 _Friends. I have two. Lucy is definitely my friend now, too._

Gwen remembered something else Lucy had mentioned. Nervously, she looked down at her chair. She couldn't see anything from this angle. She looked over at her mirror, then sighed as she stood up.

 _I can't believe I'm doing this._

Doing as Lucy suggested, she walked over to the mirror. Even with no one else around, this was embarrassing. She turned around and looked over her shoulder.

Almost immediately, Gwen blushed furiously, then ran to sit back down in her chair.

 _Stupid puberty._

* * *

The next day was incredibly awkward for Gwen. With the revelation that her body now attracted attention, she constantly felt paranoid that all eyes were on her. Sitting in class, she'd glance around the room every five seconds. If she saw anyone turning to face away from her, she'd become worried that they'd been staring at her. Whenever one of her classes ended, she pretended to be looking through her backpack until the rest of the class started to leave. This way, she could be the last one out of the room and nobody would be walking behind her.

Gwen wasn't even sure why she was feeling so self-conscious about this. She didn't even feel like it was particularly wrong for guys to be checking her out. From what Lucy had said, it sounded like any new attention she was getting was rather positive. Lucy even said she was getting a lot of the same attention, and she loved it. But Gwen didn't feel that way. Compared to the previous years when everyone had ignored her, this was just too big of a change.

She was really glad to get out of school that day. She practically ran to meet Ben. When she saw him at the park, she had to hide her relief. In her mind, he was the one guy she would feel comfortable around, but that definitely wasn't something she was gonna say to him.

"Hey, Doofus," she greeted him.

Ben, who had been fiddling with the Omnitrix, glanced up. He smiled and looked at her questioningly. "'Sup, Dweeb? What are you so excited about?"

"Hmm? Nothing," Gwen said. She realized she'd been grinning like an idiot just from seeing him, so she straightened her face.

"Hmm." Ben stood up. "Alright, let's go to my house," he suggested.

"Okay!" Gwen agreed. They began walking together. "So, have you heard from Lucy at all lately?" Gwen decided to ask.

"Hmm? Nope. Why? Have you?"

Gwen nodded. "She Skyped me yesterday. She's just as crazy as ever, in case you were wondering."

Ben laughed. "Yeah, I figured." As he spoke, he reached up to scratch the back of his head. His arm stuck out towards Gwen, which caused her to notice something.

 _Ben has…muscles._

Not _huge_ muscles. But compared to the old scrawny Ben, his arms definitely had a little more definition than they used to. Gwen stared at his arm for the few seconds it was held up, and then continued to stare at it after he put it back down.

Gwen tore her gaze away from Ben and shook her head, snapping herself out of it. She was glad he was walking a little bit in front of her, because she was having a mini freak out.

 _I can't believe I just did that._

Gwen took a deep breath to calm herself down.

 _I just noticed, that's all. Not like I was checking him out or anything._

Even just thinking those words made her cringe. She started coughing.

"You okay?" Ben asked.

"I'm fine!" Gwen straightened up and put on a very fake smile. From the way he looked at her, she could tell he thought she was acting weird, but he just shrugged it off.

When they got to Ben's house, Ben opened his front door. Gwen walked inside ahead of him. Their plan was to play some video games, which meant going upstairs to Ben's room. But when Gwen got to the stairs, she froze.

Up until a few moments ago, Gwen had been under the assumption that all the annoying changes her body was going through, the ones that apparently made all the guys at school wanna look at her now, were completely unnoticeable to Ben. They're cousins, after all. But after noticing his muscles on the walk here, suddenly Gwen was worried that Lucy had been right about something else. Maybe Ben _had_ noticed. And now, that was making her afraid to walk up the stairs in front of him.

"What's the matter?" Ben asked, seeing her standing motionless.

"Nothing!" Gwen quickly stepped to the side. She gave him an awkward smile and gestured for him to lead the way. "After you!" she said.

Ben looked really confused, but went upstairs in front of her nonetheless.

They spent the next hour or two playing video games. As usual, they only played games where they could fight or compete against each other in some way. They forgot to keep score, but they were both pretty certain they were the victor.

Once they grew bored of the game, they stopped. Ben leaned back and stretched as he pondered what they should do next.

"So, how're things going with that girl you're trying to talk to?" Gwen decided to take the opportunity to question him about his issues at school. She felt kind of bad for laughing at him the other day, so she thought maybe she could make it up to him by giving him a little advice.

Ben immediately looked uncomfortable. "Uhh…well, I talk to her now and then. Just not, like, anything more than small talk, I guess."

Gwen wasn't expecting him to have made a ton of progress in just a few days. She also realized that she didn't know anything about this girl Ben liked. "What's her name?"

"Julie."

"What's she like?" Even though she knew she shouldn't be, Gwen was curious about what Ben liked in a girl.

"She's nice. And smart. And…pretty." Ben, who had been staring at the wall, turned to look at Gwen as he finished speaking.

Gwen felt weird. She'd been worried all day about being stared at, but this felt different.

 _Does he think I'm pretty too?_

She considered that thought for a second, and then she was thoroughly embarrassed by it. "What are you staring at, Doofus?" Gwen asked accusingly.

"Nothing!" Ben said, averting his gaze.

"…Wanna play another game?" Gwen suggested, hurriedly changing the subject.

"Sure," Ben agreed quickly. He got up to switch out the last game for another one.

Gwen was hoping to forget about that whole exchange and focus on something completely unrelated. She also hoped Ben hadn't realized any of the weird things she'd thought of that today. She sighed quietly to herself.

 _Something's seriously wrong with me._

* * *

 **Author's note:**

You know when you write a really awkward scene, then forget about it, and then you have to come back and read it again more than a year later?

Yeah.

That.

Anyway.

Wow, you all took that last chapter better than I thought you would! Glad to see some of you are planning to stick around through the Julie storm. I guess to be fair, I should tell you all now: Yes, Julie is gonna be here for 6 or 7 more chapters. Yes, Ben is into her. Yes, it will bother you. It bothers me, and I wrote it! But sometimes that's necessary. I know that was really spoilery, but we all know where we're really headed in the end.

I've had a few more complaints about how my story drags on and dances around the issue. Yes. That's literally the whole point. If you're not into that, I urge you to please drop my story now. I don't wanna waste your time. There are plenty of much shorter stories out there that you can use to get your quick Bwen fix, many of which are much better than mine.

However, no promises, but I do plan on trying to post a little more frequently for a while. Honestly, I'm a lot more proud of how Year 4 turned out and I want to get there a little sooner.

Also, I had one person ask me about my pen name. So in case anyone else is curious, it's just a broken Japanese phrase the anime girl in my avatar pic says a lot.

Thank you for your patience!


	18. December, Year 3

**December, Year 3**

 _What about...No, not that. Oh, that might...Nah, nevermind._

Ben walked through the mall, looking in every store window he passed. There was only a week left before his and Gwen's birthday, and he still hadn't gotten her anything.

Last year, he had gotten her a gift. But naturally, they'd had a fight on their birthday, which had made him put off giving it to her until February. Ben remembered that day very clearly.

 _She was so happy._

It still amazed him that something so small had seemed so important to her, but regardless, he wanted to see her like that again. And he wanted to do it right this year. He wanted to give her birthday present to her on their actual birthday, not two months later.

However, doing it right meant choosing the right gift, too. That wasn't easy. He'd considered another summer photo album, but decided that would be unoriginal and he didn't have many new photos to use anyway. For the past few weeks, he'd been trying to come up with a better idea for a gift. Every time he hung out with Gwen, he tried to figure out if she wanted or needed anything without actually asking her.

 _What can I get her? What can I do? I gotta do something, right?_

After passing by several bookstores and other places Ben thought might have something for her, he spotted a magic shop. It was a little unorthodox, but that was something in Gwen's area of interest.

 _But they wouldn't have real magic stuff here, would they?_

Deciding he had nothing to lose, Ben stepped inside the shop and looked around. It was filled with strange looking objects and trinkets. Some of it was kind of creepy. A lot of the stuff looked really old, but none of it struck him as being particularly magical. However, among all of the apparently useless junk, he spotted something that looked familiar.

 _Is that…?_

* * *

The setup for Ben and Gwen's birthday was similar to how it had been in previous years. It was just them, their parents, and their grandfather, all gathered at Ben's house.

 _I'm now officially a teenager!_

Ben was in a very good mood. In his mind, turning thirteen meant people would hopefully stop treating him like a little kid. He could finally go to PG-13 movies and buy rated-T games without needing his parents. And, with any luck, he'd get some really cool presents today.

If the presents were anything like the cake, they'd have to be good. Ben's parents had made a gigantic chocolate and vanilla cake, elaborately decorated with different colored frosting spelling out 'Happy 13th Birthday Ben & Gwen.' It sat on their kitchen table, which Ben was hovering around, dying to try it. He was about to ask if he could just have a piece before the others arrived, but the doorbell rang, so he and his parents went to answer it.

"Hi, Frank! Natalie!" Sandra greeted Gwen's parents.

"It's great to see you, Sandra. Thank you for having us," Frank politely returned the greeting. His wife simply nodded as they stepped inside, carrying several presents.

From where Ben was standing, he couldn't see Gwen. She must've been standing behind her parents. The adults exchanged handshakes and hugs, saying how nice it was to see each other again. Ben just smiled at them, and patiently waited for Gwen to come inside.

After a few moments, Gwen's parents stepped away from the doorway. Ben still couldn't see outside of it from this angle, but his mother was still standing close to it. "Well, hi, Gwen! Come on in!" Sandra gestured through the doorway, seeming a little confused about why Gwen was still standing out on the front step.

With a nervous smile on her face, Gwen stepped inside.

 _She's…wearing a dress?_

Other than while shopping for clothes and on formal occasions, Ben had never seen Gwen dressed like that. Seeing her now, he was rather caught off guard.

Ben's mother also took note of Gwen's appearance. "Oh, sweetie, you look beautiful!"

Gwen blushed, but she smiled. "Thanks, Aunt Sandra."

Her father stepped beside her and laughed. "Doesn't she? Ah, my little girl's all grown up," he said, ruffling her short red hair.

" _Dad!_ " Gwen complained, pushing his hand off her head. Even after all these years, he was still really good at embarrassing her.

The parents continued to chat and exchange pleasantries for a few minutes.

"Here, let me help you with that," Carl said, taking one of the presents Frank was carrying off his hands. "Let's put these down over here. Dad should be here soon. Anyone want some coffee?"

They went into the next room, leaving Ben and Gwen standing where they were.

Gwen made eye contact with Ben for the first time since she'd arrived. She was still near the door, and he was practically on the other side of the room. She gave him a shy smile.

The two of them stood there wordlessly. A million thoughts whirred through Ben's head, but he wasn't sure if any of them made enough sense to put into words. He could hear their parents talking over in the kitchen, but all of that was just background noise right now.

But the moment didn't last long. "What are you looking at, Doofus?" Gwen didn't sound particularly angry. Ben could tell she was simply embarrassed like she always was in situations like this.

"N-Nothing," Ben said, taking his eyes off of her. "I just…I was a little surprised you're wearing a dress is all."

"Well, I am." Gwen crossed her arms defiantly.

"Why?" Ben asked.

Gwen glared at him. "I…I just wanted to look nice for my thirteenth birthday…" Gwen's words became less certain as she spoke.

"…Well, you look like a Dweeb."

Gwen glared at him again, but she saw the playful smirk on his face. It made her smile too after a moment. She began laughing, which was a relief to Ben. He'd thought Gwen was about to get really mad at him, but now she seemed much more comfortable than she did before.

"I still look better than you do," Gwen countered. "What are those, the same pants you've been wearing the last two weeks?"

"Doesn't matter, I'm Ben freakin' Tennyson," he said, striking a Superman pose. "I _always_ look good."

Gwen laughed at that, but she also looked away shyly.

A silence followed. Ben could tell Gwen was nervous about something. She was fidgeting uncomfortably, gripping her dress.

 _I guess she was hoping for a compliment or something?_

That wasn't something Ben liked to do very much. Jokingly insulting her always came more naturally to him.

 _Well..._

Ben looked like he wanted to say something. Gwen tilted her head and smiled encouragingly, but just as Ben opened his mouth to speak, the doorbell rang again.

They both looked at the door, then at each other again. "Grandpa!" they said excitedly in unison. Ben rushed towards the door as Gwen moved to open it. Sure enough, Max was standing on the front step. "Grandpa!" they shouted again. Gwen lunged forward and gave him a hug. Ben also stepped forward.

Max laughed at the warm welcome his grandchildren were giving him. One hand was carrying a stack of gifts, so he returned Gwen's hug with one arm, then reached over to pat Ben on the shoulder. "Happy birthday, kids!" he said.

The sound of footsteps told them their parents were coming to greet Max as well. "Hi, Dad," Frank and Carl both said, stepping forward to take a few of the presents Max was carrying.

With the addition of Max's presents, Ben and Gwen now had a stack of gifts larger than they'd ever had on any of their previous birthdays. As they looked over the pile of presents, huge grins spread across their faces and they started playfully punching each other in the shoulder out of excitement.

"So, I take it we'll be starting with presents?" Max said, easily taking notice of the kids' eagerness.

"Yes!"  
"Definitely!"

As predicted, their parents and their grandfather apparently considered their thirteenth birthday to be an important milestone, so they'd gotten them quite a lot of nice gifts this year. Among other things, Ben received a new game console with several games as well as some rare trading cards he'd been looking for. Gwen got a brand new laptop, some books, and a new set of sparring gear for karate.

As they finished opening their presents, Ben realized this was about the time his grandfather would usually ask him and Gwen if they had anything for each other. However, he didn't ask this time. Ben was a little confused by this. He glanced at Gwen and saw she wore a similar confused expression, which made him think she must have been thinking the same thing.

Of course, this year, Ben actually did have a present for Gwen. However, even though he was getting a little more comfortable being friendly with Gwen in front of his family, giving her a gift in front of them was still way too much for him to handle. Making eye contact with Gwen, he silently mouthed the word 'Later' to her. She gave him an understanding nod.

"What do you say, kids?" Max urged them.

Ben and Gwen turned to their parents.

"Thank you."  
"Thank you, everyone."

"You're welcome. Now, who wants cake?" Carl suggested.

Ben was the first one to the kitchen, with the others following after him. He grabbed a paper plate and set it down next to the cake. Then he grabbed the cutting knife and cut a piece for himself. However, as he turned to place the slice of cake onto his plate, his path was blocked. Gwen stood there, holding up her plate and smiling expectantly at him.

 _...Fine._

Even though he was eager to try it himself, Ben shrugged and gave her the slice.

"Thanks, Ben!" Gwen said kindly before heading over to take a seat at the table.

"Sure," Ben said, cutting another slice of cake for himself. But as he did, he noticed his grandfather standing to the other side of him, giving him a look of approval.

 _Alright, but this is the last time._

"You want a piece, Grandpa?" Ben offered.

"Certainly, Ben. That's very kind of you," Max said.

"Whatever." After serving a slice to his grandfather, Ben quickly cut one more slice and placed it on his plate. He didn't want to get stuck cutting cake for all the parents as well, so he quickly took his piece and went to the end of the table to sit down next to Gwen.

"This is _delicious_ ," Gwen said, scooping up another bite of cake with her fork.

"I sure hope so," Ben said, taking his first bite. "Mmm, that _is_ good."

"It reminds me of that bakery we went to in...Was that in Pittsburgh?"

"Nah, that was Boston."

"Right."

Their parents soon joined them at the table, and it quickly became an ordinary Tennyson family meal, although the mood was noticeably lighter than Ben expected.

When Ben and Gwen were finished with their cake, their parents were still talking amongst themselves. Ben saw this as a good opportunity.

 _Now's as good a time as any to give her her gift._

"Hey Gwen, you wanna try out one of my new games with me?" he asked.

Gwen got the message. "Okay," she agreed. "I just need to get something out of the car first." She stood up, cleared her place, then went to tap her father on the shoulder. "Daddy, can I borrow the keys?"

"Sure," Frank said, reaching into his pocket. "Just have the car back by nine."

Gwen chuckled at her dad's joke. "Thanks," she said after he handed her the keys.

As Gwen went to the front door, Ben gathered up the presents he'd gotten from everyone else and headed for the stairs. "I'll be up in my room," he said to Gwen.

In his room, Ben closed the door and dropped his gifts in a pile on the floor. Then he opened his closet. Hidden behind some junk was a small, neatly wrapped box. He grabbed it and held it up.

 _I hope she likes it._

He was still unsure about his choice of gift. He knew it was going to need some explaining, and even then it might seem kind of dumb.

For some reason, it felt like it was taking Gwen a long time to come upstairs, even though he really only had to wait a minute or two. The anticipation was making him nervous. He thought it was strange that something as simple as giving a birthday gift to his cousin would cause him to worry this much.

A knock sounded at his door. It startled him even though he was expecting it. He quickly walked across his room and let Gwen in.

Gwen stepped into the room slowly. She was holding a small wrapped box, about the same size as the one Ben had. She seemed very uncertain. He could tell right away she felt as awkward about this as he did.

"So, uh—" Ben started to say something, but Gwen held her present up into his face.

"H-Happy birthday!" Gwen said.

"Oh." Ben put down the box he was holding and took the present from Gwen. "Thanks," he said, tearing off a layer of wrapping paper. Underneath was a small, white, jewelry gift box. He stared at it for a moment.

"…Go ahead, you can open it," Gwen told him.

Ben nodded to her, then opened the box. Inside was a small, golden locket. Ben grabbed it by the necklace chain and lifted it up, examining the round, golden case on the end of it. "I gotta say, I wasn't expecting jewelry," he said, not sure what else to say.

Gwen gave him a nervous smile. "It, um, it's magic. I put a protection spell on it," she explained.

Ben raised his eyebrow curiously.

"Well," she went on, "I'm not always gonna be there to save you when you screw up, you know. So, I thought this might help."

Even though Gwen was kind of insulting him, Ben smiled at that. Looking back down at the locket, he realized the round part opened up. With a click, he opened it. Inside of it was a picture Lucy had taken of the two of them last summer. They each had an arm around the other's shoulders, but they were also holding up two fingers, giving each other bunny ears.

"The spell, um, it works better if the charm holds an image of both the caster and the wearer," she explained further. Ben didn't say anything, but her face went red. "Well, you don't have to open it! Or even show that you're wearing it! You can just keep it under your shirt!" Gwen started to defend herself, expecting Ben to think jewelry was a stupid gift.

"N-No! I mean, yeah, whatever, that's fine." Now Ben's face was turning red. He wasn't sure what he did, but he didn't mean to upset her like that. He slipped the necklace over his head and let it hang there. It was nearly weightless, so he'd barely notice it was there. Then he slipped it into his shirt. It was hidden completely. He put his hand on his chest where the locket was and felt it underneath his shirt. He wasn't sure what kind of magic Gwen had worked on it, but he felt safer already. "Thanks, Gwen," he said seriously.

Gwen returned the smile, although she still looked somewhat bashful. "Well, yeah…I mean, you're welcome."

"You know, it's funny," Ben said, picking up his gift and handing it to Gwen. "I got you something similar, actually."

Gwen took the present out of his hands. "What do you mean?" she asked.

"Open it and see."

Curious, Gwen peeled off the wrapping paper. Sure enough, it was a similar jewelry gift box. She opened it and her eyes went wide. "Wait...is that…is this a Charm of Bezel?" Gwen took the small grey stone with strange markings on it out of the box and held it up.

"Looks a lot like one, doesn't it?" Ben said. "I don't think it's real, though. Or at least not one of the originals."

Gwen had destroyed the original charms three years ago when she'd first discovered magic. She knew it had been the safest way to keep them out of the wrong hands, but after becoming a sorceress herself, part of her had always wondered what would've happened if she'd kept them.

"I found it in a magic shop," Ben continued to explain. "I think it's a replica. I thought you might be able to use it to remake one of the charms."

Gwen looked at him with surprise. "Remake one?"

"Remember when we met ourselves from the future?" Ben asked.

Gwen nodded grimly. She hadn't been too happy with the way things had worked out in that original timeline.

"Well, future-you had the Charms of Bezel. I don't know how you got them, but I think maybe you can get them again. Maybe you can remake all of them, starting with that one," Ben explained.

"I don't know…" Gwen stared uncertainly at the stone in her hand.

"You've gotten so strong over the years, Gwen," Ben told her. "I want to help you get even stronger."

Gwen stared at him. Ben held his breath. He had no idea how she would take this. Maybe she'd be angry with him for trying to tempt her into becoming some kind of power-hungry dark wizard or something. But instead, still clutching the stone, Gwen lunged forward and hugged him.

She stayed there with her head buried in his shoulder as they hugged. Ben didn't know what to do in this situation, but he smiled, figuring his present was a good one after all.

After a moment of silence, Gwen spoke. "Thanks, Ben," she said, not pulling out of the hug yet.

"Happy birthday, Gwen."

"Happy birthday."

They stepped apart from each other, apparently just realizing how long they'd been hugging for.

Ben cleared his throat. "So, uh, you wanna try out some of my new games for real?" he suggested.

Gwen had forgotten that was their pretense for sneaking away from the rest of their family. "Uh, yeah. Sure," she agreed.

As Ben moved to set up his new console, he turned his back to Gwen. Once it was ready, he turned back around. He saw Gwen staring at the charm, smiling to herself, but also looking a little uncertain. "Something wrong?" he asked.

Gwen shook her head, slipping the stone into her pocket.

Ben wasn't entirely convinced, but she seemed happy enough.

 _I guess she liked it after all._

* * *

Ben was happy to hear Joel and Camille were hosting the Tennyson family Christmas party again this year. When he first heard the news, he was really excited to go to Lucy's house once more. He always wanted to see more of the Plumber/alien side of the family, especially since he didn't have nearly enough of that in his life in Bellwood. It had been months since he'd used the Omnitrix for anything more interesting than cleaning his room really fast or opening a particularly stubborn bottle of ketchup. He knew he wouldn't really get a chance to use it at the Christmas party either, since his parents and some other members of the family were still in the dark about such things. However, he was hoping to at least get a chance to talk with Joel, Camille, and Lucy about it some more.

Sitting in the backseat as his parents drove, Ben put his hand to his chest, feeling the locket Gwen had given him through his shirt. In the two weeks since he'd received it, he'd been doing that a lot. He didn't even realize when he did it. Much like fiddling with the Omnitrix, it just became something he did when he was bored or stressed.

When Ben and his parents arrived, Joel was there to greet them at the door. "Ah! Carl, Sandra, Ben. Glad you could make it, come on in." He stepped aside and gestured into the house. As Ben entered, Joel called out to Lucy. "Lucy! Ben's—"

"Ben's here!" Joel was interrupted by Lucy, who seemed to pop out of nowhere. She gave him a quick hug before looking up at his parents next. "Carl and Sandra are here too!" she said.

"Hi, sweetheart," Sandra said, smiling sweetly at the energetic girl.

"Good to see you again, Lucy." Carl reached out to ruffle Lucy's hair.

Lucy giggled, then grabbed Ben by the arm and pulled him further into her house. "Come along, my dashing ring bearer."

"Don't call me _that_." Ben remembered back to his awkward dance with Lucy at Joel and Camille's wedding. Lucy gave him a playful smirk, showing that was her intention.

As Lucy led Ben through her house, they got stopped by several of Ben's relatives. Just like last year, most of them were people he'd been seeing at holiday parties and family gatherings his whole life, but he still didn't really know them. All of them seemed to love Lucy, though. She had become a very welcome addition to the family.

Many of Joel and Camille's friends from outside the family were there too. Lucy introduced Ben to several of them, which he didn't like at first. But after meeting a few of them, Lucy told him a bit more about them.

"That one over there? She's a Plumber," Lucy explained. "Ooh, and that guy, he is too. I heard he took on a tetramand in a fist fight once."

"Seriously?" Ben was amazed. "Wow. I didn't know Joel had such cool friends."

"I know! Aren't they?" Lucy looked across the room at Joel, beaming with pride. "You want something to eat? There's like a gazillion desserts in there," she said, pointing towards the kitchen. "There's these _really_ good brownies we didn't have last year, too. Come on!"

Without waiting for an answer, Lucy grabbed Ben's hand and pulled him into the kitchen to grab some food. They each loaded up a plate with desserts and took a can of soda.

"Now, where can we…" She scanned the room. "Let's go over here," she said, leading Ben to a closed door off to the side of the party.

Inside was a quiet, empty room with some couches where they could sit and eat. After they put their food down on the table, Lucy playfully shoved Ben onto the couch. "Phew! Man, there's a lot of 'em, huh?" Lucy said, plopping herself down next to him.

 _I guess even she gets exhausted at these family get togethers._

Lucy yawned, but her smile quickly returned. "So! How's life?" she asked Ben.

Ben finished swallowing a big bite of his brownie before answering. "Pretty awesome. I'm dying to use this thing more, though." Ben held up his left arm and pointed to the Omnitrix.

"You mean you're not off fighting crime every night?" Lucy asked.

Ben laughed. "I wish. Me and Gwen barely ever do that during the year. People would figure out we live in Bellwood, and that wouldn't end well."

"Ah, gotta keep those secret identities _secret_ , huh? Just like all the best superheroes!"

Ben grabbed a cookie from his plate. As he took a bite, he turned his head and realized Lucy was leaning in close to him. "What are you doing?" he asked, leaning away from her.

"Just wondering."

"Wondering what?" Ben couldn't tell what she was talking about.

"Wondering if you've got a girl in your life yet." Lucy gave him a wicked smile.

Ben started coughing. "There's _no_ mistletoe here," Ben reminded her as he quickly glanced around the room for any, remembering what she'd done last Christmas.

Lucy leaned away from him, giggling. "C'mon, tell me!" Lucy insisted.

Ben took a sip of his drink and calmed down. "Well, uh, not exactly."

"Ooooh, that means there's _something_ going on."

Ben shifted uncomfortably. "Well…yeah. I, uh, I've got someone I wanna go out with, I guess."

"Yes! Ah- _ha_! I _knew_ it!" Lucy victoriously jumped a little in her seat. "So, what's she like?"

"Well, uh…" Ben thought about it. He still wasn't used to talking about this. "She's nice."

"Mhmm." Lucy nodded, urging him to go on.

"She's really smart."

"M _hmm_!" Lucy nodded again, seeming very excited.

"And…she's pretty, I guess."

Lucy squealed in delight. "What does she look like?"

Ben glanced up to the side for a moment, trying to picture Julie. "Well, she's got short hair."

"Uh-huh." Lucy leaned closer to him.

"She...wears this pink hoodie all the time," Ben said, realizing he'd rarely ever seen her without it.

"Eh?" Lucy's smile abruptly faded into a look of confusion.

"What?" Ben asked, not sure what he'd said that she thought was so weird.

Lucy facepalmed and leaned back against the armrest of the couch. "Ohhh my god, you're hopeless," she muttered under her breath, moaning like she was disappointed.

"Seriously, what?" Ben asked again, not quite being able to make out what she was saying.

"Ugh…" Lucy stayed there like that for a moment, then suddenly leaned forward again. "Nothing!" she said. Her smile had returned, but it seemed less genuine than before. "I just…figured you had a different type."

"What do you got against hoodies?"

"What? No, it's not _that_." Lucy absent-mindedly toyed with her hair.

"Oh!" Ben thought he'd figured it out. "No, I got nothing against blondes or anything," he said, forgetting he'd never mentioned the color of Julie's hair.

Lucy looked confused again, then noticed what she was doing with her hair. "Oh! Right." She giggled. "So you like my hair too then, huh?" She gave him a playful smile.

"Uh…" Ben nervously scooted away from her on the couch.

Lucy laughed. She tilted her head back, and with both hands, she flipped her hair up. Suddenly, it turned a dark brown. "How 'bout now? Like it?" she asked, rotating her head back and forth to whip her new hair around.

"Uh, Lucy…" Ben opened his eyes wide in alarm and looked around to make sure no one else was here to see her shapeshifting.

"No?" With another turn of her head, Lucy's hair shrank down to shoulder-length. "Maybe you just like this hairdo?" She'd never actually seen Julie, so the hair style she decided to mimic was Gwen's. Unconsciously, her hair also began to turn red.

Ben stared at her with an uncomfortable expression on his face.

Lucy giggled and shook her head. Her hair slowly grew and changed back to its normal blonde color. "Lighten up, Ben! I'm just messin' with you!"

Ben gave her a nervous smile. "Nah, it's cool."

"So, what's this crush of yours think of you?" Lucy decided to continue her interrogation.

Ben shrugged. "I don't know. I mean, we talk at school, a little. She seems to like me."

"Oooh, Ben! Talking to girls at school? You lady's man!" Lucy joked.

Ben smiled. "What can I say, I can't keep the ladies off me."

"I'll say…" Lucy stood up on the couch, then tipped forward, letting herself fall on top of Ben.

" _Ow!_ Whoa, whoa, hey!" Ben complained as he and Lucy both laughed.

Off to the side, they heard a door open. Gwen stepped into the room. She had a moment to register the way Lucy was rolling around on top of Ben. She looked back and forth between them with an unamused expression on her face.

"Do I even wanna know?"

"Gwen's here!" Lucy shouted, rolling off of Ben and falling to the floor with a thud. She quickly recovered, standing up and running over to greet Gwen.

"Hold up." Gwen held up her hand, stopping Lucy in her tracks. "I know how this goes. Normal hug, please."

Lucy giggled. "Oh, fine. Spoilsport." She stepped in and gave Gwen a much gentler hug than usual.

"Thank you," Gwen said, stepping back. "It's good to see you, Lucy." Then she turned to Ben. "You too, Doofus."

"Right back atcha, Dweeb."

"Sorry I'm late, by the way," Gwen said to them both. "It, uh, took a little longer to get ready than I expected."

"I'll bet it did," Lucy said, quickly circling around Gwen, examining her. "You look gorgeous!"

Gwen looked uncomfortable, but she still smiled. "Really?"

"Totally!" Lucy confirmed. "I didn't even think you wore makeup. And I don't think I've ever seen you in a skirt before either." Lucy reached for the hem of Gwen's skirt, but Gwen grabbed her by the wrist.

"Don't even think about it."

"Ugh, _fine,_ " Lucy groaned melodramatically. "Ooh!" Shifting gears entirely, she grabbed her plate of desserts off the table and held it up to Gwen. "Did you get anything to eat? Want some of mine? There's lots more in the kitchen if you want. It's all really, really good!"

Deciding to pretend that little incident didn't just happen, Gwen accepted Lucy's offer and took a cookie off her plate. "So, uh, what've you guys been up to?" Gwen asked, taking a bite.

"Not much," Ben said. "I just got here a little bit ago."

"I introduced him to _all_ of Camille and Joel's cool friends," Lucy explained. "Oh, did you meet any of them on your way in?" she asked Gwen.

Gwen shook her head. "I saw a bunch of people I didn't know, but I came to find you two as soon as I got here."

"Aw, you should go meet some of them," Lucy said. "They're real alien-fighting badasses, like you guys!" She gestured to both Ben and Gwen. "None of them are magic like you, though," she said to Gwen. Then she smiled and gasped. "Is _that_ magic? It's so pretty!" Lucy pointed to the replica Charm of Bezel that Gwen was wearing on her necklace.

Gwen clutched the charm and looked down at it. "Yeah." She smiled and glanced at Ben. "It is."

"Can I try it on?" Lucy asked.

"No!" Gwen said quickly.

Lucy laughed. "Okay, okay. It'd probably turn me into a frog or something anyway, right?" Lucy reached out and poked the charm. "Poke," she said out loud. Then she gasped. "Oh no!" she said dramatically. Suddenly, she morphed into a pile of mud, shrank down, and took on the shape of a little green frog.

Ben and Gwen stared at her, stunned. Lucy croaked. It took them a second to register that Lucy was just using her shapeshifting to mess with them again. "Lucy!" Gwen said in a quiet but scolding voice. "Change back, now! You can't be doing this while my family's here!"

The frog shapeshifted back into Lucy, only now she was wearing Gwen's clothes. "Ribbit!" she said with a smirk.

Ben was laughing pretty hard, but Gwen was still freaking out, thinking her parents would walk in any second and find out Lucy was a shapeshifting alien. "Lucy, come on."

"What? I like it. We're like _twins_!" Lucy spun around and curtsied for Gwen. "What do you think?" she asked, turning to Ben.

"Pfft, last thing I need is _two_ Dweebs."

"Yeah, right. I bet that's what you _dream_ about," Lucy countered.

Gwen flicked Lucy on the side of the head.

"Ow!"

"Quit being weird."

"Aww, you guys are no fun," Lucy said. Relenting, she shapeshifted her clothes back into what she'd been wearing before. "There, better?"

"Better." Gwen sighed, but she was smiling slightly.

Having calmed down, the three of them sat down on the couch and continued eating their desserts. They talked about school and got caught up on what had been going on with each other's lives since going their separate ways at the end of summer. Ben avoided bringing up Julie. Gwen didn't bring her up either, and neither did Lucy, which was surprising to Ben.

 _I was expecting them to gossip about it just to annoy me or something._

In the middle of their conversation, Lucy jumped up in her seat suddenly and exclaimed "Ooh!" like she just had a bright idea. "I know something we can do tonight!" She waved her hands inward, beckoning Ben and Gwen to lean in conspiratorially. "Let's go snag some eggnog!" she whispered.

"Yeah!" Ben seemed enthusiastic about the idea.

"That stuff's usually alcoholic," Gwen said. "Our parents aren't gonna let us have any."

"Duh," Ben said. "Who says they gotta know?"

"Joel made a big batch of it," Lucy said. "There's probably still plenty left in the kitchen. We'll just grab a glass of it when no one's looking."

Gwen didn't like this idea. "I'm not going. My mom will kill me if anyone catches us," Gwen said.

"Pfft, fine. Be a chicken," Ben said, standing up and walking to the door.

Lucy got up off the couch and followed him. "Don't worry," she said, turning back to Gwen. "I'll grab a glass for you." She winked as she and Ben slipped out of the room.

After a quick 'stealth mission' through the mob of Tennyson family and friends, Ben and Lucy returned, cups of eggnog in hand.

"Success!" Lucy cheered.

"Nobody saw us," Ben proclaimed, holding up his glass triumphantly. "See? Piece of cake."

Lucy handed a glass to Gwen. "Here ya go," she said.

"Uh, thanks," Gwen said. She looked into the glass. Inside was a thick, white drink with cinnamon sprinkled on top of it. It didn't look that appetizing. Lucy looked excited, but Ben looked about the same as Gwen. "Have either of you ever tried this before?" Gwen asked.

"Nope!" Lucy said. Ben just shook his head. "Welp, here we go!" Lucy held up her cup, signaling the others to clink their glasses together. "To saving the world, and stuff!" she said.

"Yeah!" Ben cheered, knocking his glass into Lucy's.

"Yeah," Gwen said, following along.

Together, the three of them took a gulp of their drink.

Ben and Gwen started coughing and gagging immediately.

"This tastes _awful,_ " Gwen said.

" _So_ gross," Ben agreed.

Lucy, on the other hand, was chugging hers down in one go. "Ahh!" she said, like she'd just taken a refreshing sip of cold water. "I don't know what you guys are talking about, this stuff's delicious!"

"Are you kidding me?" Gwen asked.

"Why do people drink this crap?" Ben was still coughing. He and Gwen placed their glasses on the table in disgust.

Lucy giggled, standing there with a dreamy smile on her face.

"Um…" Gwen looked concerned. "Lucy, how exactly does alcohol affect lenopans?"

"Hell if I know!" Lucy said, but she didn't look in the least bit worried. "Ooh!" Lucy said, just remembering something. "Gwen, I still need to introduce you to Camille and Joel's friends!"

Gwen was hesitant. "No, you really don't have to…"

"Trust me, you'll love 'em. Ben, back me up here," Lucy insisted.

Ben shrugged. "They're pretty cool, I guess. But I'm up for whatever."

"Eh, alright," Gwen agreed.

"Cool!" Lucy grabbed Gwen by the hand and pulled her to the door. "You come too, Ben!"

The three of them left their out-of-the-way room and rejoined the adults in the rest of the house. Lucy led them around the party like she'd done with Ben earlier, introducing Gwen to many of the same people Ben had already met. They also ran into their parents and chatted with them for a bit. There were even some Tennyson relatives who Lucy hadn't met yet, so Ben and Gwen got to introduce her to them. She was as enthusiastic about meeting them as she always was, and immediately treated them like real family.

Since most of the people they talked to were people Ben had met before, he wasn't really paying attention a lot of the time. Lucy noticed his eyes wandering a lot, but she also noticed his gaze usually ended up on Gwen. Ben didn't realize what he was doing though, so the knowing smiles Lucy kept giving him when Gwen's back was turned just seemed cryptic to him.

After getting bored of walking around the party talking to friends and relatives, the three of them made their way back to the room they were in before. When they got there, Gwen excused herself to go to the bathroom, which Lucy directed her to.

Ben was left alone with Lucy again. As soon as Gwen left, Lucy turned to him with a smile on her face. "Doesn't Gwen look _gorgeous_ tonight?" she asked him.

Ben was taken aback. Lucy must have known that was an awkward question to ask about someone's cousin. "Um…"

Lucy laughed. "I suppose that's a ridiculous thing to say. She _always_ looks gorgeous, doesn't she?" Lucy stared into Ben's eyes. She looked like she was expecting Ben to say something in particular, but he wasn't sure what that might be.

"Uh, um…That's, um…" Ben stuttered.

Lucy rolled her eyes. She gave him another knowing smile. Ben thought it seemed like she knew something he didn't. He looked at her questioningly, but she didn't explain herself.

A few moments later, Gwen came back into the room. "Yippee!" Lucy said. "Gwen's back!"

"Huh? I was only gone for a minute."

"Still too long," Lucy insisted. "So, what do you wanna do now? You pick."

"Hmm. Well, okay." Gwen smiled. She seemed relieved to get her turn to set the pace rather than trying to keep up with Lucy the whole time. "Got any board games?"

Ben, Gwen, and Lucy spent the rest of the night hanging out. They talked, speculated on what they'd be getting for Christmas tomorrow morning, played board games, and ate way too much for dessert. Lucy even snuck some more eggnog. Gwen suspected the alcohol was having an effect on her, but it was hard to tell with Lucy.

As the night began to wind down, Ben and Gwen's parents came to find them. They'd be taking separate cars home, but they'd be driving back to Bellwood at the same time.

Before they went out the door, Lucy pulled Gwen in for a hug. Ben watched Lucy lean in and whisper something into Gwen's ear. He couldn't hear what she said, but Gwen looked very confused. Lucy turned to hug him next. She whispered in his ear, "Make the right choice, okay?"

Ben wondered what she meant by that, but he didn't get a chance to ask.

 _What choice?_

* * *

 **Author's note:**

Happy Valentine's Day!


	19. January, Year 3

**January, Year 3**

"Hey, Ben," Julie greeted him as he walked by her on the first day back from Christmas break.

"Hey," Ben returned the greeting before taking his seat.

 _Well. Guess I lose again._

For the last couple of days, Ben had been simultaneously looking forward to and dreading seeing Julie again. He'd decided he wanted to try actually talking to her beyond just saying hello or talking about nothing. Now that he was back in school and he had the opportunity to go through with it, he was once again unable to.

Ben's problem with talking to Julie was always that he didn't have anything to talk about.

 _How come the coolest thing in my life is the one thing I can't tell anyone about?_

Ben stared at the Omnitrix on his wrist. Aside from the watch, he felt like he didn't have much else going for him. He hated that thought, but he couldn't help it from creeping into his mind.

 _If I could just show her what I can do…_

Ben put his hand over the Omnitrix, then moved it underneath his desk. As tempting as it was to show it off, he knew it would be better if less people knew about it. So with nothing else to talk about, he was never prepared to deal with Julie.

But whether Ben was prepared or not, he got his next chance to talk with her that day at lunch. He was sitting alone at his lunch table, which wasn't unusual for him, so he didn't care. His mind was preoccupied, but he snapped out of it when Julie appeared on the other side of the table.

"Mind if I sit here?" Julie asked.

"Uh, sure." Ben tried to remain confident. He reminded himself that she wasn't scary at all, but it didn't help much.

Julie set her lunch tray down and took a seat across from Ben. As she began to eat, Ben was impressed by how much food she had on her tray.

 _She's almost as big an eater as me._

He tried to figure out why she was here. They sometimes talked in the cafeteria if they were next to each other in the lunch line or something, but they'd never sat together before.

 _Maybe none of her friends are here today._

However, when he looked around the room, he saw a few of her friends sitting together at a table on the far side of the cafeteria.

 _What?_

"So, how was your break?" Julie asked.

"It wasn't bad, I guess. How was yours?"

Julie shrugged. "It was nice, but I didn't do anything real vacation-y. I still had tennis practice and all my other normal activities. at least we didn't have school, though." Ben chuckled in agreement to that. "You do anything fun?" she asked.

"I didn't do any real vacation stuff either. I just hung out with my cousin a lot," Ben said. "On Christmas Eve, we went to our other cousin's house, 'cause they were hosting our family's Christmas party this time."

"Oh yeah, I think you've mentioned your cousin before, right?" Julie said. Ben didn't realize he had. "Who's the other cousin?" Julie asked.

"Well, she not actually my cousin, exactly," Ben explained. "She's my dad's cousin's wife's cousin. But my dad's cousin and his wife adopted her. So, yeah."

Julie had an amused look on her face. "You've got an interesting family."

"You have _no_ idea." Ben laughed inwardly. "The first cousin I mentioned is just my dad's brother's daughter."

Julie nodded. "I have a few cousins that I got to see over break, too," she said. "Where's she from?"

"My cousin? She lives in Bellwood, she just goes to the other school."

"Oh, cool. So that's why you hang out with her so much," Julie said. "What grade is she in?"

"Seventh. She's my age." Ben wasn't sure why, but he kept talking. "Exactly my age, actually. We have the same birthday."

"Oh wow, that's quite a coincidence," Julie said. "You're like twins!" Ben laughed at that. "You're lucky you've got a cousin your age who lives nearby," she continued. "All my cousins live in other states or back in Japan, and most of them are much older than me. Kinda makes family gatherings a little lame."

"Yeah, I know what you mean," Ben said. "At the Christmas party, me and my cousins were the only kids there."

"That's always annoying," Julie agreed. "At most of my family's get togethers, the only kids there end up being me, one of my cousins who's two years younger than me, and another one who's three years older. Other than that, it's all adults, old people, and babies."

Ben was surprised by how the conversation was going. He was a lot less terse and stutter-y than he usually was when he talked to her. He liked it.

"You don't have any siblings, then?" Julie asked.

Ben shook his head.

"Yeah, me neither."

"Neither does Gwen," Ben said. Julie looked at him questioningly. "My cousin," he clarified, realizing he hadn't told her Gwen's name yet. Julie nodded in recognition. Ben smiled fondly as he remembered something. "Once, when we were younger, she tricked me into thinking she had a brother."

"What? How'd she do that?" Julie laughed.

"We were like, six or seven years old, and I was at her house," Ben began. "One of her neighbors came by to borrow something from her parents. I asked who he was, and she decided to mess with me, because I guess I was kinda gullible back then. So she told me it was her older brother Ken. And I was like, 'Well, I'm Ben, she's Gwen, he's Ken, makes sense to me!'" Ben and Julie both laughed at that. "She called me Doofus _so_ much after that."

"Kid-logic is hilarious," Julie said. "My uncle used to make up stuff like that to trick me all the time. Like once, when I was five, my family watched a lunar eclipse together. My uncle held up an apple and pretended that he'd taken the moon out of the sky, then he threw it. And I was like, 'Don't throw the moon, you might break it!'"

After they had a good laugh about that, Ben and Julie continued swapping stories about their families. Before Ben knew it, lunch period was over, and it was time to go back to class.

As they left the cafeteria and went their separate ways, Julie gave Ben a quick wave goodbye. "See you later, Ben," she said simply. Ben returned her wave as he left.

It came as a surprise to Ben that time had passed so quickly. He figured they still had at least ten minutes left. He wanted to talk with Julie some more. That's when he realized he'd actually managed to have a conversation with her, and it had lasted the entire lunch period. He walked the rest of the way to his next class with a big grin on his face, feeling accomplished.

* * *

Ben's good mood didn't die down for the rest of the day. He was still smiling broadly and walking with confidence as he went to meet Gwen at the park. When she spotted him, she gave him a curious look.

"Hiya, Gwen!" Ben greeted her. "How ya doing today?"

Gwen looked a little surprised at Ben's enthusiastic greeting, but she also seemed happy about it. "Great!" she said, returning his smile. "How are you?"

"Oh, I'm as awesome as ever!" Ben declared. "Now, come on. Let's go to my house."

"Okay," Gwen agreed, following after Ben who was already marching home.

"So, what'd you do today?" Ben asked as they walked.

"Hmm? Oh, not a whole lot. Actually, I broke up a fight between two kids in the hall today."

"Seriously?"

"Yeah. I pulled them off each other, got between them, and started yelling at them the way I'd seen teachers do it. And it worked! They got really scared and started apologizing."

"Poor kids. They had no idea they had someone _worse_ than the teachers to worry about," Ben joked.

"Shut up!" Gwen laughed, playfully punching him in the shoulder.

Gwen went on to tell Ben all about her first day back from break. As she spoke, Ben gave her his full attention, laughing when she said something funny and cutting in with his own comments about everything. Discussing their day was nothing new. They did it practically every day when they hung out after school. But Gwen noticed Ben was definitely taking more of an interest than usual.

 _He's in a very good mood for some reason._

By the time they got to Ben's house, Ben's good mood had spread to Gwen as well. For an hour, they battled each other in one of the new games Ben had gotten for Christmas. They really got into it, especially with the playful smack talk they tossed back and forth as they competed.

"Awwww!" Ben moaned as the victory screen declared Gwen's character the winner. "Well played. I don't know how you pulled that off, but that was wicked cool."

Gwen chuckled a little at how much he was complimenting her. "What is _up_ with you today?" she asked.

"I don't know what you mean," Ben answered with a playful grin.

"No, seriously. You've been acting like such a dork all day, you've gotta be in a good mood about something. I wanna know what's going on," Gwen said.

Ben looked at her, but said nothing. He seemed really excited, like he was holding something back and just couldn't come out and say it.

Gwen was really curious now. "Oh, come on! Tell me! Please?" Gwen gave him an exaggerated pouty face.

"Okay, okay, geez," Ben relented. "Okay, I know this might sound stupid, but...I talked to Julie."

"What?" Gwen faltered a bit.

 _Is that it?_

"I mean, good job!" She gave him a thumbs up and a vague smile. Ben seemed rather proud of himself. "But, uh, weren't you already talking to her?" Gwen asked, remembering things Ben had told her before about his situation with Julie.

"Yeah, but this was different," Ben insisted. "This time I _really_ talked to her. Like, for the whole lunch block. And it wasn't awkward at all!"

"Oh. Okay," Gwen said.

"And the best part is, _she_ sat with _me!_ " Ben went on. "Like, I'm just sitting there, and she comes up and sits down right across from me. It was awesome!"

Ben still seemed very excited. Gwen only nodded in acknowledgement of what he was saying.

 _Well, I guess he wants to savor the small victories._

"You think she likes me?" Ben asked. "She's gotta like me, right? Even without knowing about the Omnitrix, I'm sure she's noticed how great I am. Why else would she sit with me instead of her friends?"

 _Alright, that's a bit much._

Ben was acting a little full of himself now, and it was starting to get on Gwen's nerves. But for some reason, she didn't feel like calling him out on it. She just stared vaguely in his direction with an unamused look on her face as he continued to praise himself.

He didn't seem to notice. "I learned so much about her today. Did you know her dad's from Japan? And her mom's parents are too," Ben kept talking. "I told her about our family, too. Just the non-alien parts, I mean. She was so interested in me! I mean, of course she would be, right?"

Gwen was a little surprised by all of this. Ben had always been confident, but she hadn't seen him act like this since their first summer together. He'd matured so much since then, so it was a little jarring to see a bit of his old arrogance slipping out.

 _He talks to a girl once and suddenly he's king of the world?_

"I think I'm gonna ask her out," Ben declared.

Gwen snapped back to attention. "Huh?"

"Like, on a date. Or to be her boyfriend, or whatever," Ben said. "I don't really know how it works. But I wanna go out with her. And I think she wants to go out with me, too."

Gwen suddenly felt very uncomfortable. She wasn't exactly sure why, but she didn't want to hear any more about his cousin's supposed love life. She stood up. "I…think I'm gonna get going," she said.

"What?" Ben turned to look at her. "Aw, really? You just got here."

"I know, but I've kinda got a lot of homework to do today." That wasn't exactly a lie, although she didn't have much more homework than she usually did.

"Oh. Okay," Ben said. "So, see you tomorrow?"

"Yeah," Gwen said. She grabbed her backpack and walked away, heading for the door.

* * *

 _Stupid Ben._

Gwen used to say those words in her head quite often. It amazed her that, after all this time, he still managed to get on her nerves somehow. Sitting at her desk, unable to focus on her homework, she put her face in her hands and groaned.

 _Doesn't he know how obnoxious it is to go on and on about your crush like that?_

Gwen couldn't get the idea out of her head. Earlier, she'd actually been rooting for him. If talking to this girl he was crushing on made him happy, then that was what she wanted for him. She was even a little bit proud of him for conquering his fear and going through with it, even if she still thought it was dumb of him to be afraid in the first place. But now, after he'd actually done it, things had turned out differently than she'd expected.

 _He just gets so arrogant._

That was the problem, Gwen decided. That's why Ben had been so annoying to her. They were teenagers now, but he was still acting like a little kid.

 _If he's that full of himself after just talking to a girl, how stuck up is he gonna get if he actually gets a girlfriend?_

She'd seen him like this before, back during their first summer together.

 _He got one look at Kai, and suddenly he was pretending to be interested in Native American spiritual dance._

Gwen hadn't liked Kai from the minute she'd seen her, and yet Ben was constantly bragging to her about being some big superhero and going out of his way to try to impress her. It was sickening. This Julie girl seemed like she was having the exact same effect on Ben.

Gwen took a deep breath and stood up. She paced around her room a little.

 _I don't care. I don't care._

She hated that he made her feel this way. It felt like when they were younger and they'd constantly do battle by annoying each other. Only this time, Ben was winning without even trying. And she _definitely_ hated losing to Ben.

Gwen collapsed onto her bed and groaned again.

 _Anyway, there's no need to worry. He'll ask her out, she'll turn him down, and his head will deflate back to normal. End of story._

In her mind, that was the most likely way for the situation to play out. However, she felt guilty for thinking it, and feeling guilty only made her feel like she was losing to Ben even more.

 _No! I'm not the bad guy here!_

She once again cursed Ben's ability to get into her head without even trying. Feeling thoroughly defeated, Gwen rolled out of bed and went back to her desk.

 _Doofus._

* * *

Gwen was a little nervous about meeting Ben the next day. The day before had begun so well, but it had ended terribly. Moreover, she hadn't even told Ben that he'd annoyed her.

 _Is that against the agreement we made?_

Now she had a choice to make. She could continue to act like nothing was wrong and hope that today wouldn't be a repeat of the previous day. Alternatively, she could be upfront with him about it like she normally was, but that would risk making things awkward or turning the situation into an actual fight.

Gwen couldn't figure out why she was acting like this.

 _When have I ever not called him out on being obnoxious?_

If this were any other situation, she would've gotten right in his face as soon as he'd started bothering her yesterday. But something about this situation was…off. The whole thing made her uncomfortable. Rather than fight about it, she just wanted it all to go away.

 _That stupid girl._

She immediately chided herself for thinking that way.

 _It's not really her fault._

Gwen still hadn't met Julie, so she didn't think she could really have an opinion of her. If Julie were anything like Kai, Gwen knew she wouldn't like her. But for all she knew, Julie could actually be a nice person.

She was so busy contemplating all of this, she didn't even notice when Ben arrived.

"Ow!" Gwen said in surprise as Ben flicked her head with his finger.

"Hey, Dweeb," he greeted her.

"What the heck was that for?" Gwen asked, a little irritably.

"Getting your attention," Ben said, like it was nothing.

"By flicking me?" Gwen asked, glaring at him.

"It worked, didn't it?" Ben gave her a playful smile.

Gwen held up her hand and flicked Ben in the forehead.

"Ow!" he stumbled back, placing a hand on his forehead. Then he shrugged. "Fair enough."

"Fair enough?" Gwen repeated. "Why would you—?" Gwen stepped forward, ready to hit him again, but she stopped herself. She was getting mad, but Ben was still smiling like they were play-fighting.

 _Shit._

She realized she might have been overreacting. She let out an annoyed sigh as she tried to calm herself. "Okay," she said. "Fair enough."

"Great," Ben said. "Arcade?"

Gwen wasn't sure why he was suggesting they go to the arcade again, but she agreed. "Alright."

On their way there, Gwen looked Ben up and down. He seemed to be in a decent mood, but nowhere near the level of excitement he was at yesterday.

 _Maybe he tried talking to her again._

Gwen got the feeling he had, and it hadn't gone as well as he'd hoped.

 _Or, maybe he was going to, but he chickened out._

Gwen couldn't help but be curious. Part of her wanted to ask what had happened. Another part of her wanted nothing to do with the situation. And yet another part of her was concerned for her cousin.

She suddenly found herself very nervous. She couldn't decide whether or not to say anything, so she just walked beside Ben silently. She glanced at him out of the corner of her eye and saw he was walking with his hand on his chest, like he was holding something against himself. Then she realized what he was doing.

 _The locket._

Gwen was surprised.

 _He's actually wearing it._

She copied what Ben was doing, lifting her hand and placing it against her chest. She felt her own birthday gift, the replica Charm of Bezel she'd received from him. Like Ben, she wore it as a necklace, hidden beneath her shirt. She smiled to herself as she clutched it, and she didn't feel quite as nervous anymore.

* * *

Gwen was right. Ben had planned on talking to Julie again that day, but he hadn't been able to go through with it. He failed to do it in the morning, so he told himself he'd talk to her again at some point before school let out. But when he saw her at lunch, he bailed at the last second and went to sit on the other side of the cafeteria.

Ben was really annoyed with himself. He thought it would be easier to talk to Julie now that they'd had a decent conversation, but now it seemed like there was a lot of pressure on him. If he tried talking to her again and it didn't turn out as well as it had before, then that might mean the first time had been a fluke and he'd never truly get any closer to her.

That's why it was simultaneously relieving and panic-inducing when Julie sat down at Ben's lunch table again the day after.

"Hey, Ben," she greeted him as she sat down, her voice the usual level of friendly and casual.

"Oh. Hey, Julie." Ben continued eating his lunch.

"Been up to anything today?" Julie asked him.

"Uh, school?" Ben answered, since that was the only place he'd been all day aside from his house.

Julie laughed. "I guess that's true. What about yesterday then? After school, that is."

"I just hung out with my cousin. We went to the arcade," Ben answered.

"Oh, which one?" Julie asked.

"The one near the park."

"Ah, nice!" Julie said. "I've been there before, a long time ago. Do they still have that game with the plastic gun you point at the screen and the foot pedal you have to step on to take cover?"

"Yeah!" Ben said, smiling at the memory of playing it just yesterday. "Me and my cousin did the two player mode. We got really far, but we died a few times to this one boss and decided to stop letting it eat our quarters."

Julie laughed. "Yeah, those things are always too expensive. Fun, though."

Ben and Julie spent the next couple minutes discussing the games at the arcade. They liked some of the same games, and they had differing opinions on others. Their conversation shifted when Julie noticed something.

"What is that thing, anyway?" she asked. Ben saw she was looking at the Omnitrix, which he hadn't realized he'd been fiddling with. "I've never seen you without it. Is it just a big watch?"

Ben was caught off guard. Part of not being very social meant he hadn't had to deal with many people asking him about the Omnitrix. He still hadn't worked out the best way to explain it to someone when he couldn't tell the truth.

"Oh. Well, yeah, it's a watch," Ben lied. "It's been broken for a while, but I keep wearing it 'cause it looks cool."

Julie found that amusing. "Well, it definitely looks very sci-fi."

Ben laughed nervously and put his left arm under the table. "So, anyway, what day next week is our math test again?" He asked, trying to shift the conversation to something else to draw her attention away from the Omnitrix.

Ben suddenly had a weird thought.

 _Could she be pretending to be interested in me just to get to the Omnitrix?_

He wondered if she might be some kind of robot alien replicant sent by one of his enemies to steal it from him. Then he watched her take a big, hungry bite out of her hamburger.

 _Well, she's not a Terminator._

Mentally, Ben laughed off his idea. He did so partly because he wanted to believe she really liked him, and partly because, if she were some sort of robot, she probably would've already attacked him months ago.

At the end of lunch, Ben and Julie went their separate ways. Once again, Ben felt a sense of accomplishment. Even after getting asked about the Omnitrix, he'd somehow managed to keep up another decent conversation with her.

 _Maybe this won't be so hard after all._

* * *

 **Author's note:**

Short month this time, but there are some long ones coming up.


	20. February, Year 3

**February, Year 3**

Over the course of the previous month, Ben and Julie began spending more and more time with each other at school. They talked a lot in homeroom and in the classes they shared, they sat together at lunch most days, and Julie even introduced Ben to some of her other friends. She had basically become the first real friend he'd had at school for a very long time.

For the most part, Gwen remained unaware of these developments, despite her and Ben still hanging out regularly. Every now and then, Ben would mention Julie and her friends when they were telling each other about their days, but Gwen hadn't realized there was now someone other than herself and Lucy that Ben might call his friend.

However, Gwen certainly realized that Ben's mood had improved. Nowadays, he seemed happy every time she saw him. It usually wasn't anything drastic, but he was generally in a good mood, even during times when she'd normally expect him to be bored. Since Gwen sort of knew why, this change was a little weird for her, but she liked it. Whether or not she was aware of it, seeing her cousin like that made her feel good as well, and they always had a good time together.

Gwen had long since forgotten the time Ben's arrogance had really gotten on her nerve last month. In the end, she'd decided it wasn't worth confronting Ben about it. So, she unspokenly forgave him, and there hadn't been another incident like it since.

One day in mid-February, Ben and Gwen ended up at a Mr. Smoothy after Gwen's karate class had finished. It wasn't something they always did, but for more than a year at this point, it had been somewhat of a tradition.

Gwen was telling Ben the story of her latest sparring match. "I got matched up against David again," she said. "He's probably the best fighter in the class. I don't know why our instructor always pairs me up with him."

"Did you win?" Ben asked.

"…Well, yeah, but it was really close. And I got really lucky when David let his guard down when I happened to be in the right spot."

 _Yeah, sure._

Gwen sounded sincere, but Ben could tell she was being modest. The idea that anyone in her karate class was a better fighter than her was laughable to him.

 _Not that she needs to know that._

"Aw, darn. I was hoping to hear you got destroyed," Ben said with a smirk.

Gwen gave him a playful punch on the shoulder.

The conversation stopped for a moment. Ben looked off into space while he sipped his smoothie. There was something he'd been thinking about a lot lately. He was planning to ask Julie out, and he was trying to come up with ideas about what to do for their first date. He'd never been on a date before, so all he knew about it was what he'd seen on TV and in movies. As he looked around the room and wondered if Mr. Smoothy was the kind of place anyone would ever bring a date, he made eye contact with Gwen.

 _Not that this is a date!_

Gwen looked like she could tell there was something on his mind, but she didn't press him on it. "I've been researching how to recreate the Charms of Bezel," she said.

"What? Wait, really? That's awesome!" Ben said encouragingly. He'd been wondering whether that was actually possible or not. He was glad it was, since that meant his birthday gift to her was a whole lot cooler.

Gwen smiled as she lifted her necklace out from under her shirt. "It's made of the right material. The markings on it are very close to the charm of telekinesis, but they're a bit off. I'll have to alter them."

"That's all you need to do?" Ben asked.

Gwen shook her head. "There's a lot more to it. Incantations, a ritual circle, the right time of day. But I think I can do it. I might need your help, though."

"Me?" Ben looked confused. "I'm not magic. And neither are any of my aliens."

"I know," Gwen said. "But some of these rituals might be easier with an acolyte."

Ben looked skeptical. "You're not gonna sacrifice me to some unholy elder god or something, are you?"

"Only if you annoy me too much."

"No such thing as annoying you too much!"

Gwen laughed. "So, what do you think? Will you help me?"

Ben took a big sip of his smoothie. "Okay," he said. "But no pointy hats."

* * *

Before his next class, Ben found himself hopelessly searching through the mess in his locker. He knew he had his homework in there somewhere, buried beneath all the junk. But he just couldn't find it, and it was getting frustrating.

 _My teacher will never believe I did it._

He heard a voice from behind him.

"Hey, Ben."

He turned around and saw Julie, standing there casually with her hands in the pockets of her pink hoodie. "Oh. Hey, Julie."

"Are you doing anything after school today?" she asked him.

"Uhh…" Ben suddenly got nervous. She didn't sound like she was simply curious. She sounded more like she was about to invite him to do something with her if he said he was free.

 _What does this mean?!_

Julie looked at him expectantly, but seemed a little confused.

Ben realized he still hadn't answered. "No, I got nothing planned," he decided to say.

"Great," Julie said. "Do you play tennis at all?"

Ben furrowed his brow. "Uh, no." He used to play baseball, but he was never very good at sports of any kind. Not as a human, anyway. "Why?" he asked.

"Well, I usually practice with Ally, but she's sick today," Julie explained. "So you've never played tennis?"

"No, never," Ben said. He saw an opportunity. "But I wouldn't mind learning how."

Julie thought for a second, then she smiled. "Okay. You want me to teach you?"

Ben realized teaching him wouldn't be very useful as practice for her, but it was better than not playing at all. She seemed to think it sounded fun anyway. "Sure!" Ben agreed excitedly.

"Cool," Julie said. "We can meet up at the end of the day and I'll show you to the court. Do you have gym clothes?"

"Yeah," Ben said, turning to his overflowing locker. His PE clothes had been in there for a while. "Somewhere in there. But yeah, after school. Sounds good."

Julie smiled again. "Great! See you later."

Ben stood there for a moment, watching her as she left.

 _What just happened?_

He eventually managed to process that he was going to hang out with Julie, _outside of school_. In his mind, that was already halfway to a date. He stood in a triumphant victory pose.

 _Ben Tennyson does it again!_

* * *

Ben darted back to the right side of the court. At the last second, he managed to swat the tennis ball back over the net. On the other side, Julie quickly moved into position and lightly hit it, returning it to the left side of Ben's half of the court. He made an effort to reach it in time, but he couldn't.

"See? You're getting it," Julie encouraged him.

Ben looked up at her and nodded, then went to retrieve the ball.

 _Sure doesn't feel like I'm 'getting it.'_

Earlier, when they'd started, Julie had given him a quick rundown of the basics and shown him how to hold and swing the racket forehand and backhand. Now she was teaching him how to return a serve. At first, he was lucky to get two hits in during a volley, but now he was able to get three or four. It was an improvement, but not enough for Ben.

As he walked towards where the ball had landed, Ben heard a buzzing sound. He looked towards the source of the noise. It was coming from his backpack over on the bench. "Hang on a sec," Ben called to Julie. He ran to his bag and pulled out his phone. Looking at the caller ID, it said 'Dweeb.'

 _Gwen._

He answered it. "Hello?"

"Ben!" came Gwen's voice from the other end of the phone. "What's going on? I've been texting you."

Ben looked at his phone again and saw he had four new messages.

 _Oh, crap. I forgot to tell her._

At this point, Ben and Gwen knew each other's schedules pretty well. They always met up after school on days like this.

"Oh, yeah. Sorry," Ben said, sounding guilty. "Something came up, so I can't hang out today."

"And you didn't think to tell me that?" Gwen sounded mad now. "I've been waiting here for forty-five minutes. I tried texting you and you didn't answer. I was freaking out 'cause I thought you'd been attacked by aliens or something!"

"Yeah, I'm really sorry," Ben apologized again. "But I'm alright. Nothing alien-related," Ben said quietly so Julie wouldn't hear.

"What are you even doing?" Gwen asked.

"I'm playing tennis."

"Tennis? Did you join a club team or something?"

"No," Ben said. He looked over at Julie, who was getting a drink of water. "I'm just hanging out with Julie," he explained, smiling a little proudly to himself.

There was no answer for a moment.

"Gwen? You there?" Ben asked.

"Ugh," Gwen groaned. "Whatever." She hung up.

Ben still felt guilty, but he put his phone back in his bag and rejoined Julie on the court.

"Everything alright?" Julie asked.

"Yeah. It was just my cousin wondering where I was."

"Oh, did you already have plans with her?"

"Hmm? No, she was just seeing if I was free." Ben held up the tennis ball, ready to toss it back to her so she could serve it again. "So, uh…"

"You wanna try serving this time?" Julie asked, getting back to tennis. "You've been watching how I do it, right?"

"Uh, yeah. Sort of," Ben affirmed. He held his hand out, ready to toss the ball up now.

"Move back a little, behind the baseline," Julie instructed him.

"Oh, right." Ben moved back. He tossed the ball up into the air, swung at it, and missed.

 _Crud._

The ball hit the ground and he caught it on the first bounce. Julie laughed good-naturedly. Ben forced a smile.

 _Bet that made me look like an idiot._

He tried again. This time, he hit it. The ball went over the net like it should. Julie ran up and hit it back. Ben tried to return it, but he missed.

"That was good," Julie said. "But if you're starting on that side, it's gotta land in this service box." Julie pointed with her racket at the box on the opposite side of the court.

"Oh. Okay." Ben went to retrieve the ball and try again.

Ben and Julie kept playing for about another hour. Julie continued to explain the game and give him pointers. Eventually, Ben got good enough for the two of them to get a few good volleys in. Ben actually started to find it fun by the end, and Julie seemed genuinely impressed with him.

"I need to get home in time for dinner," Julie eventually told Ben, stopping the game.

"Yeah, I should probably get home, too."

"You did really well for a total beginner," Julie complimented him as they grabbed their stuff from the bench.

"Thanks!" Ben said happily.

Julie stood there smiling at him for a moment. She seemed to be expecting something. "Well, see you later, Ben," she said, turning to walk away.

"Wait!" Ben called out.

"Hmm?" Julie stopped walking and turned to face him again.

Maybe Julie's compliments had given him a confidence boost, or maybe he'd figured this was the best opportunity he'd have for a while, but Ben impulsively decided that now was the time to do this.

 _Here goes nothing._

"Um, I was wondering. Do you wanna, you know, get together sometime?"

Ben was expecting her to point out that they technically 'got together' just now already, but she seemed to know what he meant. He was asking her out.

"Sure," she smiled. "When?"

Ben didn't have an answer prepared for that. In fact, he didn't have anything prepared. He'd imagined this moment a few dozen times, but he didn't think he'd actually get this far.

"Uh, tomorrow night? We could go to a movie," Ben suggested. It wasn't at all original, but he couldn't come up with anything better on the spot.

Julie thought for a second, then frowned. "I can't do tomorrow night."

Ben's heart sunk. He wondered if this was her way of politely turning him down after all. But then she continued.

"How about Sunday?" Julie suggested.

"Sure!" Ben agreed enthusiastically. He wondered if Julie's parents would even let her go out when there would be school the next day, but he didn't want to worry about that.

"Great," Julie said. "Call me Sunday afternoon and we'll pick out a movie."

"Okay," Ben agreed.

Julie smiled at him again. "Well, bye for now, then."

"Cool. See ya," Ben said as they parted ways. He hoped he sounded casual, because fireworks were going off in his head. He couldn't believe how well that had gone.

He started walking home, but then he looked at his phone. He remembered his phone call from Gwen earlier and felt guilty again.

 _Maybe I should go see her._

He changed direction and headed for Gwen's house.

* * *

Ben questioned his decision once he arrived at Gwen's front door. It was six o'clock, so she could be busy eating dinner.

 _What do I do if her mom answers the door?_

He considered going home and just calling her, or going around back and throwing a rock at her window. That usually worked, although it always pissed her off.

Ben shook his head. He'd already taken the time to walk here, so he decided not to make that a waste of his time. Reaching forward, he rang the doorbell. After waiting for a moment, he was about to try ringing the bell again, but the door opened.

Gwen stood before him. At first, she looked surprised to see him. Then her eyes narrowed into a tired glare, but she said nothing.

"Uh…hey, Gwen," Ben greeted her, giving her a nervous smile.

"What do you want, Doofus?" Gwen asked, not making an attempt to be friendly.

It was clear she was still mad, so Ben continued. "I, uh, I wanted to apologize. I guess I kinda screwed up today with the whole 'not telling you I had plans' thing. I was gonna, I just forgot."

"You know how stupid I felt?" Gwen asked. "Just standing around in the park, waiting for you for that long?" Gwen wasn't shouting, but her voicing was layered with bitterness. "And that's to say nothing of what I was imagining could've happened. Vilgax? Kevin? Some random alien we beat up last summer? Who knows? All because you were too spacey to pick up your damn phone and send me a simple text!"

"Hey, chill out!" Ben didn't like being told off like that, especially by Gwen, and _especially_ when she was overreacting like this. "Nothing happened to me, alright? No bad guys, no aliens, no nothing. I was just hanging out with a friend."

Gwen's gaze got scarier.

"Look, I'm sorry, alright?" Ben apologized again, hoping it would be enough to appease her.

"Good," Gwen said. "You should be." She slammed the door in his face.

Ben stood on the front step for a moment.

 _What a fucking drama queen._

He couldn't believe she was this upset. He knew he'd messed up, but she seemed _way_ angrier about this than she should be.

Ben turned around to head home, but after taking a few steps, he heard Gwen's door open again behind him. He stopped and looked over his shoulder.

Gwen poked her head outside. She was hanging her head a little, so it was hard for Ben to read her expression. "...We're doing something tomorrow instead," she told him.

Ben was surprised. He was expecting her to yell at him one last time. "Okay."

Gwen nodded. She disappeared from sight and closed the door.

 _Well. Everything went better than expected._

* * *

The next day was Saturday, so Gwen slept in. When she woke up, the first thing she did was check her phone. She wasn't completely awake yet, so it took her a moment to figure out why she did so. Then she remembered yesterday's conversation with Ben.

 _Guess he hasn't called yet._

Ben liked to sleep in more than she did, so he probably wasn't even awake yet. She considered that a relief. She wouldn't want to miss a call from him if he'd be trying to make plans for the day.

 _But then again, maybe he'll forget to call this time too._

Gwen couldn't help being a little bitter about yesterday still. But then she remembered how apologetic he'd been about it.

 _Maybe I was too hard on him._

After chewing him out like that, Gwen wouldn't be surprised if Ben was the one who was mad now. She began wondering if the reason she had no messages from Ben wasn't because he was still asleep, but because he didn't actually want to see her today.

 _Please don't tell me I started another fight._

The two of them hadn't had a real fight in quite a while, by their standards. She'd been trying to avoid anything like that, and she could tell Ben had been as well. That was a phase in their friendship she was hoping they were long passed.

 _Maybe I should call and apologize. But it was his fault! But I didn't need to-_

Gwen's thoughts were interrupted by the sound of her phone buzzing. She froze. While she was fighting herself in her head, she'd been moving around her room going about her morning routine, so her phone was on the other side of the room now. But as soon as it buzzed a second time, she darted back over to her night stand to grab it.

"Hey," Gwen said, answering the call. She tried to sound like she wasn't in a mild panic.

"Hey, Gwen," Ben said. "You still good to hang out today?" he asked, getting straight to the point.

 _Phew._

"Uh…" Gwen took a moment to process everything before answering. "Sure. What do you wanna do?"

"I don't know," Ben said. "We could work on that Charm of Bezel thing if you want," he suggested.

"No," Gwen said, shaking her head to herself. "The next ritual needs to be done during a certain phase of the moon. Today won't work."

"Oh," Ben said. "Man, your magic stuff sounds _so_ much weirder than my alien stuff _._ "

Gwen laughed. "You wanna come over anyway, though? There's plenty we could do that doesn't rely on the lunar calendar."

"Sure thing, Hermione," Ben agreed. "So, uh," he went on, stumbling over his words a bit. "Are you...still mad about yesterday at all?" he asked.

 _Why did he have to bring it up?_

Gwen gave a long, drawn-out, clearly irritated sigh.

 _Just be honest._

"Well, yes, I am. A little," she said. "But I know you said you're sorry already, and I believe you. So just...try to remember to tell me next time you can't hang out? That's all."

"I will," Ben said. "Sorry," he apologized for what felt like the thousandth time.

"I know. So you're coming?" Gwen quickly changed the subject back to their immediate plans, hoping to end the discussion there so they didn't have to keep talking about yesterday.

"Yeah, just gotta ask my parents, but they'll say yes."

"You gonna get a ride from them?" Gwen asked, trying to gauge how long it would be until he got there since she still needed a bit more time to get ready.

"Nah, I'll just go XLR8," Ben said.

"Really?" Gwen was usually against him using his aliens for mundane things. She considered it an unnecessary risk.

"Relax, it'll take two seconds," Ben reasoned. "See ya in a bit!"

"But Ben—" Gwen was cut off as Ben hung up.

She wondered if he had been kidding, but a few minutes later, her doorbell rang. Ben couldn't possibly have walked, or even driven, from his house to hers in that amount of time.

 _Doofus!_

Gwen ran out of her room and went to the front door. It was bad enough for him to be running around as an alien outside in broad daylight, but in that short amount of time, the Omnitrix couldn't have timed out yet either.

 _What would Mom and Dad think if a skinny blue alien dinosaur-thing showed up at our house?_

But when she opened the front door, there was only Ben standing there, a smug smile adorning his face.

"How did you—?" Gwen was confused, then angry. "Get in here!" She grabbed him by his shirt collar and pulled him into the house.

"Whoa, hey! Relax," Ben protested as Gwen dragged him upstairs into her room. Once inside, she slammed the door behind them.

"Just what the hell do you think you're doing?" Gwen scolded him. "You really went XLR8 in the middle of the day like this?"

"Hey, chill, Dweeb!" Ben held up his hands. "Nobody saw me. I move so fast, nobody _can_ see me," he insisted.

Gwen rolled her eyes and sighed. "How did you change back so fast?" Gwen asked. "The Omnitrix usually takes longer than that to time out."

Ben held up the Omnitrix and started turning the dial. "Oh, I've been practicing," he said. "I'm really getting the hang of this thing."

 _Uh-oh..._

Gwen looked at him funny, then spoke. "I guess it's good you're learning how to use it more effectively, but try to avoid using in public, especially in _broad freaking daylight_ , okay?"

"Hmm...No," Ben refused, giving her a cocky smile that he knew would bother her. "So, what're we doing today?"

Gwen facepalmed.

 _What am I gonna do with you, Doofus?_

* * *

Despite the somewhat rocky start, Ben and Gwen ended up getting along better as the day went on. They spent all day hanging out at Gwen's house playing video games, watching TV, and sparring in the backyard. Ben even stayed for dinner with Gwen and her parents. By then, the fighting they'd done the day before was completely forgotten.

After dinner, they managed to convince Gwen's parents to let Ben stay for a little longer, so they decided to squeeze in a few more matches of Sumo Slammers. Like always, they got pretty serious with their competition. The score for the day was 7-7, but they wanted to end the day with a clear winner.

"Gwen, Ben," Gwen's father called from the other room. "We should really be getting Ben home soon."

"Okay, Dad!" Gwen called back without turning her head. The match was close, with both her and Ben's characters almost out of health. She didn't want to divert her attention too much if she could avoid it. "Just give us a minute!"

For the next few moments, the only sounds in the room came from the TV and from the mashing of buttons on their controllers. Both trying their hardest to win, neither willing to lose to the other. At the same time, they both moved in for their killing move. They shouted and stood up as their characters jumped and collided in the air.

Their characters, in perfect synchronicity, were knocked back and fell to the ground. Neither got up. In big red letters, the word 'DRAW' came up on screen.

" _Awww_!" Ben and Gwen moaned in frustration as they both fell back onto the couch.

"I _totally_ had that one," Ben complained.

"In your dreams," Gwen argued. "My character's faster. I _so_ should have had that one."

Ben sighed, then looked towards the doorway. "Guess I gotta get going, huh?"

Gwen nodded. She hated leaving their little competition in a tie, but she didn't think she should push her luck with her parents any further. She figured they'd have to settle it tomorrow. She also remembered something else. "Hey, you know how I said the ritual we need to do with the Charm of Bezel has to be done during a certain lunar phase?"

"Yeah," Ben nodded.

"Well, tomorrow night, the moon should be in the right phase," Gwen said. "You wanna come back tomorrow? We can do some tie-breaker games while we wait until it's dark enough."

Ben made a face like he had some bad news. "Well, uh, I'm kinda busy tomorrow night."

"Hmm?" Gwen tilted her head. "Busy with what?" She guessed he had a school project due on Monday that he hadn't even started yet.

"Well, me and Julie have a, uh…" Ben hesitated. As soon as he mentioned Julie, he got nervous, and Gwen found herself inexplicably annoyed. "…date," Ben finished.

Gwen's eyes went wide with surprise. "A…date?" she asked, confused.

Ben nodded.

"Like…Like a _date_ , date?" Gwen asked for clarification.

Ben nodded again.

"…Oh." Gwen was disappointed, and suddenly the situation felt incredibly awkward. Then she remembered the Charm of Bezel. "But the ritual!" she said. "I'm still not sure how many lunar positions will work for it. If we don't do it tomorrow, it could be another month before our next chance!"

Ben shrugged and gave her an apologetic look. "Sorry," he said. "But I can't back out of this. This could be my only chance with her!" he insisted.

Gwen sighed and lowered her head. Ben could see just how disappointed she was.

"But don't worry," Ben said. "It's just one day. We can hang out any other time."

Gwen looked up at Ben. She wanted to say something, but her father called for them again. "Coming, Dad!" she called back. "C'mon, let's go."

* * *

Gwen knelt on the floor of her room. She'd moved a lot of her stuff off to the sides and pushed the rug away to reveal a large space on the floor. There, using chalk, she'd drawn a circle adorned with many intricate patterns.

Gwen was situated in a smaller circle on the edge of the larger one. Carefully, she removed her necklace and held it in front of her. Muttering words in a strange language, she leaned forward and delicately placed the stone in the center of the circle.

Leaning back, Gwen looked across to the other side of the circle, where another smaller circle identical to hers sat empty. She sighed.

 _He wouldn't have been much help anyway._

She looked across the room at her bedside clock, then out her window. Ben and Julie were probably in the middle of their movie right about now. Gwen didn't actually know the specifics of their plans, but she figured Ben wouldn't have come up with anything more original than that. Without meaning to, she pictured Ben sitting in the theater. She didn't know what Julie looked like, so all she could imagine was someone like Nicole, the girl in her grade whom she couldn't stand. She didn't like the picture in her head of the two of them together, holding hands as they watched the movie, turning to face each other, slowly moving their faces closer…

Gwen felt hot behind the ears. She blinked rapidly and turned her head away from the window.

 _What do I care what other girls do with my cousin?_

She reached off to the side and picked up Charmcaster's spellbook, turning to one of the pages she had bookmarked, the one she was referencing for this ritual.

 _Gotta focus._

Holding up the book, Gwen quickly double-checked to make sure she had everything set up correctly. The designs in the circle, the placement of the candles and the other reagents, the phase of the moon. Everything appeared to be in order.

Gwen placed the book on the ground. She closed her eyes and took a deep breath. Slowly, she lifted her arms from her sides and began to recite the incantation she had memorized.

After a few minutes, she opened her eyes, which now glowed bright blue. A similar blue magic aura surrounded her hands. She brought her hands together in front of her. From beneath her, a pillar of blue light extended upwards. The pillar of light moved forward until the stone in the circle was in the center of it. Gwen continued the incantation, her voice reverberating with power. The stone began to rise into the air, hovering a few feet off the ground. It began to spin and vibrate, getting faster as Gwen continued to speak.

As Gwen spoke the final words of the spell, the blue magic lights were all extinguished in an instant. The candles around the circle blew out, and the stone dropped back down onto the floor.

Gwen sat there for a second. She wasn't sure whether or not the stone was supposed to keep hovering.

 _Did it work?_

Tentatively, Gwen reached forward and grasped the stone, lifting it up. For a moment, nothing happened. But then the pattern of lines etched into the stone glowed blue. She gasped and smiled.

 _Success!_

Clutching the stone tightly in her hand, she looked around the room for something to test it on.

Deciding on a desk lamp, Gwen stared at it and held out her empty hand, willing the lamp to lift into the air. She felt a power flowing through her. The lamp began to shake. Slowly, it rose off of the desk a few inches into the air. Gwen smiled at her accomplishment, but suddenly she felt like she was holding a heavy weight in her outstretched hand. She let go of her focus, and the lamp fell back down.

"Yes!" Gwen cheered triumphantly, jumping to her feet. She had recreated the Charm of Telekinesis. It was still fairly weak, and she still had a few more rituals to perform before it would be at full strength, but this was a big step in the right direction.

Ordinarily, whenever she lifted something with magic, Gwen would have to envelop the object in a magic aura or create a magic platform with which to lift it. Doing something like that, as with any kind of magic, was rather taxing and would quickly tire her out if she did it too much. But this was different. The charm seemed to be supplying all the magic she needed, and telekinetically lifting that lamp felt pretty much the same as physically lifting it, just from farther away.

Gwen remembered the future version of herself she'd met almost three years ago. Future her could fly, presumably using the charm. Gwen got excited at the prospect of trying that.

Clutching the charm tightly again, Gwen willed herself to float. She didn't move. Closing her eyes, she tensed her whole body, concentrating as much as she could on the task at hand.

Suddenly, she lifted into the air. It was painful, like doing a chin-up with her whole body. Then she tilted backwards accidentally. Gwen untensed her body and fell to the floor, landing on her back. Her whole body ached, but she laughed.

Turning her head to the side, she had a view under her bed. She saw the box of memorabilia she'd collected from her first summer trip. After her hard work had paid off with the successful first steps of recreating the charm in her hand, she decided there was something in that box she wanted to see right now.

Reaching under her bed, she pulled out the box and dug through it until she found a small black tape recorder. She held it up and pressed play.

"Gwen, you did a good job."

The voice of Ben emanated from the low-quality speaker. Gwen smiled as she remembered back to the day this was recorded. It was from her first adventure as Lucky Girl, her first introduction to magic. She'd come a long way since then. She rewound the tape and pressed play again.

"Gwen, you did a good job."

Gwen's smile faltered a little as her expression turned forlorn. She looked back out her window.

 _I wish he was here for this._

Gwen's cheeks flushed as she thought that. Part of her was really mad at him for missing this. To her, it felt like an important event. She may not have ambitions of becoming a great sorceress like her future self, but her success felt like some sort of important scientific breakthrough, and she was proud of it.

However, another part of her was mad at herself for _letting_ him miss this. She could have told him about it earlier rather than springing it on him last night, and she could have told him that she really wanted him to be here instead of saying she just needed an acolyte.

 _What happened to honesty?_

She hit play on the tape recorder one last time.

"Gwen, you did a good job."

She sighed. "Yeah, I guess I did."

* * *

Monday afternoon, Ben was in high spirits. In school that morning, Julie had been just as happy to see him as she'd been the night before, which made him consider the date a terrific success. Two of her friends had approached him as well, giggling excitedly as they told him they'd heard about their date from Julie.

Immediately after the date, Ben had been worried he'd messed it up by being awkward or boring the whole time, but apparently it had gone well enough for her to tell her friends about it without any obvious complaints.

As he went to meet up with Gwen, he was hoping she would ask him about it so he could say it had gone great. He also thought he might be able to tell her all about it and get a girl's perspective on whether or not he'd made any mistakes.

 _Gwen definitely wouldn't give up a chance to point out my mistakes, that's for sure._

When he spotted her, she looked a little anxious about something, so he wanted to lighten the mood. "'Sup, Dweeb," he greeted her with a smirk.

Gwen snapped out of whatever daze she was in and switched to a blank expression. "Hey," she said simply in return.

"Guess what _I_ did last night," Ben said, getting ready to brag.

"Why would I guess?" Gwen asked. "You told me on Saturday what you had planned for Sunday."

Ben detected mild annoyance coming from her. "…Oh. Yeah." Ben remembered that. "Well, guess how it went."

"I don't want to, but I have a feeling you're gonna tell me anyway."

"I'm gonna tell you anyway!" Ben said, not waiting for a pause after Gwen finished her sentence. "It went—"

Gwen clutched her necklace through her shirt with one hand. With the other, she swiped upwards like she was smacking the air. Ben smacked himself in the face mid-sentence, the force of Gwen's telekinesis moving his hand against his will.

"Ow!" Ben cried in pain, interrupting himself. It felt like someone had shoved his hand upwards, but Gwen was clearly too far away to have touched him when she made that gesture. "What the hell was that?"

Gwen shrugged and gave Ben a smirk. "Just trying it out," she said.

Realization dawned on him. "Oh, so you got the charm working?" Ben asked.

"Yep!" Gwen confirmed. She reached into her shirt.

 _Uh..._

Having his gaze drawn to her chest like that made Ben uncomfortable, so he quickly looked away, hoping Gwen wouldn't notice.

She pulled out the charm and dangled it in front of her. "It still needs some work, but in theory, this shows it's possible to recreate the charms in their entirety," she explained.

"Cool!" Ben said. "Good job, Gwen!"

Gwen's eyes went wide for a second, then she smiled shyly. "Well, thanks." She put the necklace back under her shirt, which made Ben turn his head again. "So, what do you wanna do?" Gwen asked.

After that little interruption, Ben had completely forgotten he was about to tell Gwen about his date from the night before. "I'm up for whatever. Wanna hang out a bit and then go to Burger Shack?"

Gwen smiled. "Sure!" she agreed to his suggestion. Ben wasn't sure why, but she seemed like she was in a much better mood all of a sudden.

* * *

"So, is Bezel, like, a place? Or, like, a person?" Ben asked, helping himself to some more of his chili fries.

"It's hard to tell," Gwen said. "The references I find to the name sometimes say it's a dimension, but sometimes it sounds like it's referring to a sorcerer."

"Meh," Ben shrugged. "Whoever created them probably just thought the name sounded cool. No one would care about the Charms of Steve or whatever."

Gwen laughed at that. "There could actually be some truth to that. A lot of magic is based on the idea that words have power. That's why some spells have specific incantations."

Ben took another chili fry and tossed it upwards, tilting his head back to catch it in his mouth. Gwen's arm shot forward and snatched it out of the air. "Hey!" Ben complained.

Gwen ate the fry, giving Ben a cocky grin.

"You don't even like those!" Ben said.

Gwen shrugged. "Beating you makes them taste better."

Ben grabbed his box of fries and moved it closer to his end of the table. "So, what's the next step with making that charm?" Ben asked.

Gwen took her necklace out again. "Another ritual, but this one needs some special reagents," Gwen explained. "Some of it I can probably order off the internet. But some of it I might need XLR8 to get for me."

"XLR8?" Ben was confused. "Why do you need that one?"

"If I could get it myself, I would," Gwen said. "But I can't exactly hop on a plane to South America and be back before my parents notice I'm gone."

"And what happened to 'Don't use your powers except in emergencies,' huh?" Ben pointed out.

Gwen hadn't thought of that.

 _I guess that's kind of hypocritical of me..._

"Well...I just thought…"

Ben laughed. "Relax, I'll get you whatever you need. Although even XLR8 might take awhile getting that far."

Gwen was relieved. "Great! I'm sure we can figure something out. Besides, I won't need everything for awhile anyway."

After they finished eating, Ben walked Gwen home.

Gwen walked up her front steps. "Hey, uh, you wanna go to the mall tomorrow?" Gwen asked before opening the door.

Ben put on an apologetic look. "I can't," he said. "I'm hanging out with Julie after school tomorrow."

"Oh," Gwen said.

 _Dammit._

"Hey, it's no big deal," Ben said. "It's just one day. We can go the day after, okay?"

"Yeah," Gwen said. "Sure, let's do that."

"Cool. Well, see ya, Dweeb," Ben said, turning to leave.

"Bye." Gwen didn't say anything else. She went inside and shut the door behind her.

 _It's just one day._

She was very irritated to hear that phrase coming from him a second time. She hoped she wouldn't have to hear it again. But at the same time, that thought made her feel selfish.

 _Why can't I just be happy for him?_

* * *

 **Author's note:**

I tried to upload this yesterday, but Fanfiction was down.


	21. March, Year 3

**March, Year 3**

"Don't you dare," Ben warned.

"I'm totally daring," Julie responded.

The sounds of them mashing buttons on their controllers got louder and faster. Julie's Sumo Slammers character knocked Ben's character into the air, setting him up for the perfect combo.

"No, no, no, no, no!" Ben frantically tried to button mash his way out of it.

"You ready for this?"

"Don't do it!"

"Doin' it!" Very quickly, Julie hit a string of button inputs. Her character unleashed a flurry of kicks, punches, and body slams. The first few hit, but then she missed. "Oh, shoot."

"Oh, yes!" Ben's character fell free. Acting quickly, he took advantage of Julie's failed attack, hitting her with a combo of his own as a counterattack. "Ha- _ha_! The tables have turned!"

"Augh!" Julie groaned exaggeratedly, dropping the controller as her character fell over, defeated.

"Whoo!" Ben stood up and cheered. "Good game," he said, smiling at Julie.

"You're lucky I missed. You would've been dead."

Ben laughed. "Yeah, you almost had me there. When did you get so good at this?" he asked. "You're even better than my cousin."

Julie raised an eyebrow. "Well, I had to get good at it," she said, giving him a wry smile and sliding closer to him on the couch. "'Cause you're just so cute when you lose." Julie leaned in and gave Ben a quick kiss on the cheek.

"Hey now, I never lose. And I'm not cute!" Ben complained.

"Of course you are," Julie leaned her head on Ben's shoulder, so he put his arm around her.

Ben smiled to himself. He'd been dating Julie for about a month now. During that time, they'd gone on several dates, although there was a serious limit to what thirteen-year-olds with no money or driver licenses could do for a date. But he enjoyed times like this when they were simply hanging out just as much. It was still amazing to him that Julie _actually_ liked him. After liking her for so long without doing anything about it, her affection had seemed so unattainable. But now, here she was, leaning lovingly on his shoulder. He still remembered how shocked he was the first time she referred to him as her boyfriend.

 _I have a girlfriend?!_

That had been his first thought. He still had trouble believing it, but he couldn't be happier.

Julie stood up. "I should probably head home soon," she said, looking at her phone.

"You sure?" Ben asked, not wanting her to leave.

"Yeah. My parents never want me to stay out late on school nights," Julie reminded him.

"Alright," Ben said. "So, you wanna do something tomorrow?" he asked.

"Okay," Julie said. "No, wait, I've got tennis after school," she remembered. "Saturday?"

"Sure," Ben said. "Want me to walk you home?" he asked as they reached his front door.

"I'll be fine," Julie said. She leaned in and kissed him on the cheek again. Ben still wasn't used to that either, but he certainly didn't hate it. "Bye!" she said, turning to leave.

"Bye," Ben waved to her as she walked away. He closed the door and smiled to himself.

 _I have a girlfriend._

* * *

Gwen sat at her desk, studiously taking notes as her teacher wrote something on the board. Her hand was cramping, and she had just about filled up yet another page with notes. Gwen liked this class and its teacher, but sometimes even she got overwhelmed by just how much information was being thrown at her.

Eventually, the teacher noticed the time and realized the period was ending. She gave a few final words on the lecture and dismissed the class.

Gwen let out a deep breath and put her pencil down. She felt tired, so she didn't pack up her things and leave immediately like most of her classmates were doing. Lazily, she leaned her head into her hand and looked out the window. It was a nice day out. The weather had been getting warmer recently as winter came to an end. She wondered what she would do after school.

 _Probably study more._

Gwen sighed at that bitter thought. The last week had been nothing but studying for her. She thought it would be nice to do something fun instead, especially on a Friday, but she knew she'd have nothing better to do.

"Hey." A voice from beside her brought Gwen out of her thoughts.

Gwen turned her head. Emily had rolled up next to her. "Oh. Hey, Emily," she greeted her.

She must not have sounded very happy to see her, because Emily looked at her with concern. "You alright, Gwen?" she asked.

"Hmm?" Gwen sat up straight and tried to shake off her drowsiness. "Yeah. Yeah, I'm fine."

"You sure? Seems like you've been kinda down lately. Something wrong?"

Gwen shook her head. "No. I don't think so, anyway." She stood up and started packing her things into her backpack.

"Some annoying guys hitting on you?" Emily asked, not dropping the subject.

Gwen looked at Emily, then averted her eyes, embarrassed. "No more than usual," she said quietly. She still had random guys coming up to her and trying to talk to her now and then, and she had become more self-conscious about the issue ever since Lucy told her why she thought they were so into her. All too often she found herself looking over her shoulder to see if anyone was looking at her.

Gwen and Emily left the classroom and headed down the hall to their next class.

"How's your cousin?" Emily asked.

Gwen flinched a little, but otherwise kept a blank face and kept walking. She shrugged. "I don't know. Why?"

"Just making conversation," Emily said. "You usually keep me updated on all his crazy escapades."

 _Do I really talk about him that much?_

Throughout her next class, Gwen couldn't focus very well. After Emily had brought him up, she couldn't get her mind off of Ben and how annoyed she was with him right now. Lately, every time she wanted to hang out with him, he was either busy or he would cancel at the last minute. There had been plenty of days when she'd gotten a text from him after school telling her he wouldn't be able to make it today, sometimes when she was already halfway to the park. Some days he'd forgotten to tell her altogether, or at least it seemed like he did since Gwen would be the one to text him asking if they were meeting that day. And every time he cancelled, he'd say he was hanging out with Julie, or he had a date with Julie, or he was playing tennis with Julie.

 _I'm so sick of Julie this and Julie that!_

She was tired of hearing about Julie, and she was definitely tired of Ben trying to subtly brag about having a girlfriend by name-dropping her all the time. Gwen thought it was childish and annoying.

 _So like him._

By her next class, she was able to get Ben out of her mind and return her focus to her schoolwork. However, halfway through the class, she felt her phone vibrate. She wondered who would be texting her right now, but she didn't check her phone since students weren't allowed to use them in class. Despite all the influence Ben had had on her over the years, she still didn't like breaking school rules, even minor ones like that.

After class let out, Gwen remembered she had a text as she was walking down the hall. She took her phone out of her pocket and checked the message. It was from Ben.

 _What does he want?_

She opened the message and read it.

"Wanna hang out tonight?" it said.

Gwen stopped walking and stared at her phone. She was still annoyed with him, but it had been nearly a week since the last time they'd hung out.

 _Not that I'm so desperate to see him._

Gwen tried to tell herself that as she typed her response. "Sure," was her simple answer.

 _But I don't have anything better to do, right?_

She kept walking. A moment later, her phone vibrated again. Another message from Ben. "Cool. See you after school."

She put her phone away. Despite her annoyance, a slight smile spread across her face.

* * *

When Ben spotted her, he thought Gwen looked annoyed. She was staring off into the distance like she was contemplating something that was bothering her. Ben knew that look pretty well.

 _Wonder what's up with her?_

Earlier that day, he had decided to send Gwen a text to ask her if she wanted to hang out. That sort of communication had only become necessary recently. Since he'd started hanging out with Julie more, it was no longer considered a given that he and Gwen would be spending time together after school. Although he tried to let her know his plans early enough, he sometimes screwed up, or things changed at the last minute. He felt bad whenever that happened, so he'd decided to text her hours before school ended this time. That way, he wouldn't piss off Gwen. Seeing the way she looked now, Ben thought it might not have worked so well.

However, to Ben's surprise, Gwen's expression changed as soon as she spotted him. "Hey!" she happily called out as she waved to him.

Ben waved back as he walked closer, and Gwen started jogging towards him to meet him halfway.

"'Sup, Dweeb?" Ben greeted her once they had closed the gap between them. "What are you so excited about?" he asked, curious.

"What?" Gwen seemed a little caught off guard. "Nothing," she said, denying it.

Ben looked at her funny, but he shrugged it off. "So, what do you wanna do?" he asked.

Gwen smiled proudly and reached into her shirt to pull out her charm necklace. "I have _got_ to show you how much progress I've made on this thing," she said, dangling it from her hand.

"You've been working on it some more? Awesome! Yeah, show me," Ben said excitedly.

Gwen looked around, noticing other people in the park. "Sure, but not here. Your dad still got that weight set?"

"Yeah. Not like he ever uses it, though."

"Great! Let's go."

Ben could tell she was excited to show off just how strong she was now, and he was quite curious to see what she could do as well.

Back at Ben's house, they checked to make sure Ben's parents weren't home. They were still completely ignorant to the magic-slash-aliens side of their lives, and they wanted to keep it that way. Once they were certain they were in the clear, Ben showed Gwen to his father's weight room.

"Okay," he said, picking up a small, five pound dumbbell. "Lift this with the stone." He placed it on the ground in front of Gwen.

She smirked. "Easy." With a flick of her hand, the dumbbell lifted itself into the air and hovered there. The Charm of Telekinesis, which Gwen was now wearing above her shirt, lit up with a bluish glow along the lines etched into it. Gwen made a twirling gesture with her finger, and the dumbbell began to spin. She folded her arms confidently as it continued to twirl in midair.

"Woooah, cool!" Ben said in amazement. He'd seen Gwen lift things with magic before, but not like this. The fact that Gwen wasn't making any hand gestures at the moment showed she could control it simply with her thoughts.

Gwen smiled at Ben's reaction, like she was glad she could impress him so much. She glanced at the dumbbell, allowing it to stop spinning and float harmlessly to the floor. "Gimme something heavier," she challenged.

"You got it," Ben complied, grabbing another dumbbell, this one weighing fifty pounds. He had a little trouble picking it up, but he managed to bring it over and put it down in front of her.

Gwen smirked. She nodded her head upwards once, and the fifty pound weight lifted into the air almost as quickly as the five pound one had.

Ben walked up to the floating dumbbell. He moved his hands all around it. "Ladies and gentlemen, no strings!" he said, talking like a stage magician.

Gwen laughed, then put the weight down. "Now watch this," she said. She sat down cross-legged on the floor, closed her eyes, and held up her hands in a meditative pose, although she was still smirking. The charm on her necklace glowed brightly, and she slowly began to rise off of the ground.

Ben stared in amazement. Like moving objects with magic, Ben had seen Gwen fly around on magic discs before, but this was something else.

Gwen opened her eyes and was delighted to see the stunned look on her cousin's face. "Pretty cool, huh?" she said. She stood up like she normally would, still not touching the ground. Now she stood in place, crossing her arms and gently bobbing slightly as she floated in the air.

Ben looked at her with genuine admiration. "Gwen, you're amazing," he said.

Gwen smiled shyly. Then, suddenly, she sort of stumbled in the air. Losing her concentration, she dropped to the floor. Her feet landed unevenly and she lost her balance, causing her to topple over backwards, falling flat on her butt. "Ow!" she screamed.

Ben, who had stood there watching the whole time, continued to stare for a moment. Then he erupted with laughter. "But you're still a Dweeb," he said, stepping forward and holding out his hand to help her up.

Gwen could have just levitated herself back to her feet, but she took Ben's hand anyway and let him help her up. "You could've caught me before I fell," Gwen complained.

"Yeah, but then I wouldn't have gotten to see you fall." Ben grinned at her.

Gwen huffed and turned away from him. "Jerk."

Ben wasn't fazed. "So, how much more work does that one need?" he asked.

Gwen lifted up the charm on her necklace. "I'm not sure," she said. "Charmcaster's spellbook didn't have a complete description on the process, and I haven't found too much on it elsewhere. But at the moment, it seems like it's almost at full strength."

"Awesome," Ben said. "Which one are you gonna rebuild next?"

Gwen thought hard for a moment. Ben wasn't sure why, but that question seemed to have made her anxious. "I'm not sure," Gwen said. "I don't really need all of them, right? One or two should make me strong enough to fight anything we go up against."

Ben thought of all the villains and monsters they'd fought over the years. Even without the charms, she was able to handle them all, sometimes even without him and his Omnitrix around to help her. "Does your spellbook not say how to remake all the others?" Ben asked.

"Well, it probably does, but…" Gwen thought of how to say this. "I destroyed them because I thought they were too powerful, and so no one like Hex could ever use them again. If I made a whole new set of them, I'd be making it possible for something like that to happen."

"Nonsense," Ben said. "They'll be in good hands. Besides, think of the charms like my Omnitrix." Ben held up his watch arm and started flipping through his aliens. "The more aliens I add to this thing, the more powerful it gets. It sure would suck if some bad guys got ahold of it, but that's not gonna happen, because _I've_ got it! So why shouldn't I keep collecting aliens until I've got them all?"

"I didn't realize we were going by Pokémon logic here," Gwen said.

Ben laughed at that. He turned the dial on the Omnitrix and flipped through Wildvine, Heatblast, and Ripjaws. "Grass, fire, water. Wow, damn. I got any dragon-types in here yet?"

Gwen smiled, but she quickly got serious again. "You really think I should try to recreate all five charms?"

"Of course I do!" Ben said. "The more magic you get, and the more aliens I get, the more we can save the world!" Ben posed triumphantly with the Omnitrix. "So, whaddya say?"

Gwen thought about it some more. She definitely still seemed to be somewhat against the idea. "Well, maybe one more. I've always kind of wished I'd kept the charm of luck," she said. "It would be nice to be the real Lucky Girl again."

"Cool!" Ben said. "Tomorrow I'll show you the magic shop where I found that one," Ben said, pointing to the stone on Gwen's necklace. "Maybe they'll have more, or know where to find them."

Gwen looked at him funny. "You…You want to hang out again tomorrow?" she asked.

Ben looked confused. "Sure, why not? You busy?"

"No," Gwen said, a little too quickly and a little too loudly. "Uh, no, I'm free. Yeah, let's do that tomorrow," she said.

Ben thought Gwen was acting kind of weird, but he shrugged it off. "So, what next? You wanna juggle some chainsaws with your mind?" Ben asked.

"How about we do something else with a better chance of us walking away with all our limbs attached?" Gwen suggested.

"Aw, you're no fun."

* * *

Later that night, Gwen went up to her room in a good mood. After showing off her newfound magical prowess to Ben for a while, the two of them had played games like they usually did when they hung out until Gwen's parents got home. Ben stayed for dinner, and then Gwen's dad drove him home. Compared to the last week of doing practically nothing but schoolwork and extracurriculars, it was the most fun she'd had in a while. Plus, she was gonna hang out with Ben again tomorrow.

Something was bothering her, though. To Gwen, it felt like it had been a long time since they'd last spent a lot of time together, but Ben hadn't seemed to notice at all. When they met up early that day, Ben had acted like he'd just seen her a day or two ago. There was no 'Long time, no see,' or 'It's good to see you again!' from him. At dinner, Gwen's father had even commented on the fact that he hadn't seen Ben around here for a while, yet Ben had almost no response to that at all.

The more Gwen thought about it, the more her good mood faded. No matter how much she tried not to, she thought about Ben constantly on the days they didn't see each other. She spent her time focusing on her schoolwork, but the whole time she was wishing she was hanging out with her best friend doing something fun instead. But the way Ben had acted today…

 _It's like he doesn't think about me at all._

Gwen sighed. She was worried things would turn out like this with Ben dating Julie. Despite Ben's 'just one day' promises, it seemed like Julie got to see Ben every day. Gwen was jealous of her for that.

She tensed up.

 _No! Quit being so clingy!_

Gwen tried to snap herself out of it.

 _It's his time, he can spend it however he wants for all I care. Besides, I get him today and tomorrow, don't I?_

She felt weird. She wasn't even sure exactly how she was feeling, but it was very uncomfortable. She tried to look on the bright side to bring her good mood back.

 _Today was fun. I hung out with Ben. I'm hanging out with him again tomorrow. And I might get to be Lucky Girl again soon._

Gwen smiled. As she got ready for bed, she stood in front of the mirror and looked at herself, holding up the charm of telekinesis and admiring it before she took it off. She felt a surge of pride coursing through her as she remembered what Ben had said to her earlier that day.

" _Gwen, you're amazing."_

She felt warm and tingly inside. The moment he said that, it was like all the hard work she'd put into making the charm had paid off.

A wave of embarrassment swept over her.

 _It's not like I did it for him!_

Gwen shook her head. She realized she was overthinking everything, just like she always did. She assured herself that everything was fine. She just needed to get some sleep.

* * *

"Are you sure it was at _this_ mall?" Gwen asked.

"This is literally the only mall in Bellwood," Ben responded.

The two of them had been wandering around the mall all afternoon in search of the magic shop where Ben had found the stone he'd given to Gwen. They might have found it earlier, but they kept getting distracted by other things. Earlier, they'd played each other in a demo for a new video game that was set up in a game store. Ben ended up buying a copy. After that, Gwen wanted to buy some new clothes, all of which she had to try on before deciding to buy just a couple of things. Most recently, they'd stopped by a pretzel stand, and they were both munching on gigantic cinnamon pretzels as they continued their search.

"Here's a map," Gwen said, directing Ben's attention to a large map of the mall. "Do you remember the name of it?"

Ben shook his head. He examined the map, looking for anything that sounded like a magic shop.

"What about this one?" Gwen pointed to a number on the map and to the matching number on the legend. Ben stepped up next to her to see where she was pointing, then leaned in closer to read the name of the store. When he did, Gwen jumped back and held up her hands for a second before rigidly dropping them to her side.

"What's wrong?" Ben asked, stepping back.

"Nothing!" Gwen said, snapping her attention back to the map, still standing more than an arm's length from Ben.

Ben looked at her in confusion.

 _Why's she acting so jumpy today?_

Throughout the day, there had been several other moments like this. Everything would seem perfectly normal, but then Gwen would suddenly get jumpy and awkward. She'd been especially weird while she was trying on clothes. She would step out of the changing room and ask him what he thought, then usually before he could even answer, she would say something like 'Whatever, I didn't like this one anyway!' and go back inside to change. He'd all but given up on understanding it.

"Wait, I think I remember where it was," Ben said. He pointed to a number on the map. "I can't remember the name of it, but I remember it was near this store here."

He quickly led her through the mall to the store he was talking about, trying to avoid any other distractions so they could get there before he forgot.

"Okay, this looks familiar," he said, looking around. "I'm pretty sure it was right on the corner there."

"That one?" Gwen asked, looking where he was pointing.

"Yes, definitely. It was that one!" Ben said.

The two of them excitedly ran towards the store, but once they got in front of it, they stopped. It was closed, and more importantly, it looked like it had been closed for a long time.

"What the hell?" Ben asked.

The store had no sign on it. The door was blocked by a metal security gate. The windows were barred, but they could look through them. There were shelves in the same layout Ben remembered from three months ago, but they were all completely bare.

"You sure this was the place?" Gwen asked skeptically.

"Yes, this is definitely it," Ben insisted.

"Looks like they went out of business," Gwen said, peering through the barred windows.

"Out of business?" Ben said. "More like 'dropped off the face of the planet.' I think I might have bought you a cursed present from a witch or something."

"Yeah, this definitely seems like some Twilight Zone-slash-Ray Bradbury stuff going on here," Gwen said. "We've run into stranger things." She pulled her necklace out of her shirt and looked at the charm. "Maybe it was irresponsible of me to keep this in the first place. Magic is dangerous enough already, and not knowing where it came from just makes it that much worse."

"No, no, no," Ben said. "The stone is fine. If there _was_ anything wrong with it, I'm sure everything you've done to it must have fixed it by now."

Gwen looked skeptical. "Do you remember anything about the person who sold it to you?"

Ben shrugged. "Some older dude. Didn't seem like bad guy material."

"Well, he sells you an actual magic item and then disappears without a trace," Gwen said. "For all we know, you bought me a birthday present from the Devil himself."

"Hey, I'm not _that_ bad at picking out gifts!" Ben protested. "Besides, if it was cursed, something bad would've happened already, right?"

Gwen put her thumb and forefinger to her chin. "Hmm. Well, in these kinds of stories, the cursed object would do something cool, but then the cool thing would ironically end up causing something bad. Like a pair of shoes that make you run really fast, but then you can't stop and end up running into traffic." Gwen held up her necklace again. "What if I use this to levitate one day, and I don't stop going up until I'm in outer space?"

Ben laughed. "Yeah, better watch your step. Wouldn't wanna trip and fall up into the sky."

Gwen smiled. "Well, I don't think I should actually be that worried, though. I think I've read enough about cursed objects in Charmcaster's spellbook to know how to spot them."

"Oh, good." Ben nodded. "Shame about this place, though. Guess we'll have to look someplace else for another possible Charm of Bezel."

"I guess so," Gwen agreed.

"Alright, wanna go to that ice cream place next?" Ben asked. "I'll buy."

"Sure," Gwen said. She looked at him sort of strangely.

Ben wasn't sure what she was thinking. She looked like she was looking forward to it, but also like she was being shy about something. "Okay," Ben said, shrugging it off. "Let's go."

* * *

Ben and Gwen ended up spending another hour at the mall. After that, they decided to go back to Ben's house to hang out and watch a few episodes of a show Lucy had suggested to them.

"I'm not sure I'm gonna like this season as much," Gwen commented after an episode.

"Really? I love it so far. There's a lot of cool new characters, and the fight scenes were ridiculously awesome," Ben said, disagreeing.

"Yeah, some of them are good. I just don't like how they skipped forward, like, five years between seasons. I feel like we missed out on a lot of important character development," Gwen explained.

"Meh." Ben waved his hand dismissively. "Couldn't have been that important if they skipped over it."

Gwen was going to say something in response, but Ben's phone buzzed. He took it out, saw a text message, and typed out a response.

"Your parents?" Gwen asked.

"No," Ben said, putting his phone back in his pocket. "Julie. Making plans for tomorrow."

"Oh," Gwen said. She'd been hoping she would get to spend the whole weekend with him, and now she hoped her disappointment wasn't showing.

"Cassie looks _so_ much like Lucy," Ben said, getting back to their discussion about the show.

"What? Oh, yeah. Different hair though," Gwen said. "Hey, listen, uh…" Gwen tried to change the subject to something more important.

"Hmm?" Ben look at her questioningly.

"Well, I have a karate tournament next weekend," she said. "It's the first big one of the season. You wanna come? Grandpa's gonna be there." She asked the question as casually as she could, but she tried to convey with her eyes how much she wanted him to be there.

Ben looked apologetic, and Gwen immediately knew what he was going to say. "Sorry. I already have plans with Julie next weekend, too," he said.

"Please?" Gwen asked, a hint of desperation creeping into her voice. "It's just…This is kind of a big deal for me, since I'm so close to my black belt. And we haven't seen each other much lately, you know?" She decided to just come out and say it, hoping he'd realize it and change his mind.

Ben raised an eyebrow in confusion. "What do you mean? We spent the last two days together."

"Yeah, but until yesterday, I hadn't seen you at all for like a week!" Gwen insisted.

"What? There's no way it's been that long," Ben said, counting on his fingers. "Didn't we hang out on Tuesday?"

"We were going to, but you made plans with _Julie_ at the last minute." Gwen hadn't really meant to put emphasis on Julie's name like that, and she hoped she hadn't sounded too hostile.

"Oh," Ben said, remembering that day. He thought back to the last week. "Huh. I guess I didn't notice," he said.

Gwen felt a pain in her chest when he said that, but she brushed it off. "Uh, yeah. So it's kinda been a while. And I'm guessing you're gonna be spending most of the next week hanging out with Julie again, too, right?"

"Well, yeah. Probably. I mean, she's my girlfriend," Ben said, not trying to hide how proud he was to say that.

Gwen rolled her eyes. "So could you maybe free up next Saturday for me at least? Please?" she asked, trying not to beg too much.

Ben considered it. He must've been able to tell how serious Gwen was about this. "I…guess," he said eventually. "We don't have anything _big_ planned, so maybe Julie won't mind cancelling."

Gwen smiled and felt a wave of relief wash over her. Before she could stop herself, she threw herself at him in a hug. "Thank you!" she said.

"Uh, heh. Yeah. No problem!" Ben said, his voice cracking.

After a moment, Gwen realized she'd probably been hugging him for longer than was normal. She pulled herself out of the hug and, without meaning to, shoved Ben back a little. Gwen cleared her throat. "Yes. Right. Thank you," she said. Even as best friends, they still hadn't quite gotten the hang of hugging.

Neither of them said anything for a moment. "So…" Ben said, breaking the silence. "Next episode?" He gestured to the TV which was still paused at the end of the last episode.

"Yeah, okay," Gwen agreed.

"Cool. Lemme go make some more popcorn first," Ben said, excusing himself from the room and heading to his kitchen.

"Okay." Once Ben was out of the room, Gwen thought about his agreement to come to her karate tournament next Saturday. Even though she was still a little upset that she wouldn't get to hang out with him again tomorrow and probably most of the next week, she smiled to herself.

 _Good job._

* * *

As planned, Ben spent most of Sunday with Julie. They went to the pier, saw a movie, and hung out at Julie's house. The whole time, Ben was putting off telling her that he'd have to cancel their plans for next Saturday. He felt kind of guilty since he had made the decision without asking her, and he wasn't sure how she would react.

 _Hope she won't be too mad._

"Ben? Ben?" Julie said, waving a hand in his face.

"Huh? What?" Ben said, snapping out of his thoughts.

"You alright?" Julie asked. "You kinda spaced out just now."

"Oh. Sorry." From the way she looked at him, he could tell she knew something was bugging him, but she didn't press him on it. Ben was about to do the same thing and maybe put off telling her about his change of plans until tomorrow or the next day. But he decided he should do it now.

 _Like ripping off a Band-Aid._

"Hey, uh, Julie?" he said.

"Hmm?" Julie turned to look at him.

"Um, you know how we had plans for next weekend?" he asked, already looking apologetic.

"Yeah?" Julie said, allowing him to continue.

"Well, uh, my cousin kinda has a karate tournament on Saturday. And she wants me to come watch her compete. So, you mind if we cancel for that day?" Ben left out the fact that he'd already agreed to go to Gwen's tournament, hoping he wouldn't have to say so at all. He gave his best apologetic grimace, waiting for Julie's response. He was expecting her to be upset.

"Sure," Julie said.

"Sure?" Ben repeated in surprise.

"Yeah, no problem," Julie said. She smiled. "How long's she been doing karate?" she asked out of curiosity.

"Uh, since we were seven, I think," Ben said.

"Cool. Is she a black belt?" Julie asked.

"No, not yet." Ben was surprised at how well she was taking this. But then he thought, she'd always seemed pretty level-headed, especially compared to himself, and _especially_ compared to Gwen. Maybe he was being stupid for expecting her to be pissed off.

"Can I come, too?" Julie asked.

"To Gwen's tournament?"

"Yeah. A karate tournament sounds like it would be fun to watch. Plus, I still haven't met your cousin."

 _Wait, really?_

That came as a surprise to Ben. He thought back to the past year. He'd spent so much time with Gwen and so much time with Julie, he could've sworn they'd already run into each other at some point.

"Uh, I'm not sure. I'll have to ask Gwen," he said.

"Okay." Julie smiled. She went back to what she was doing.

Ben stopped to think about what it would be like when Gwen and Julie finally met.

 _Would they get along?_

As far as Ben was concerned, they were both brainiacs, they both loved to beat him at everything, and they both had a weird mix of 'tomboy' and 'girly girl' to them. In many ways, they were a lot alike.

He instantly regretted having that thought.

 _No! My girlfriend is nothing like my cousin!_

* * *

Since Julie had taken the news so well, Ben was inspired to stick with the 'ask right away' strategy when asking Gwen if Julie could come to her karate tournament as well. He couldn't imagine a reason why she wouldn't want Julie to come with him, and it was probably a public event anyway. Plus, Julie seemed interested in meeting Gwen, so maybe Gwen would want to meet her too.

He decided to call her when he got home from Julie's that night. After a couple rings, she answered.

"Hey!" Gwen said through the phone. "What's up?"

"Hey, Gwen. I just got a quick question about your tournament," Ben said.

"Oh, cool. What do you wanna know?" Gwen sounded excited to talk about it.

"Can I bring Julie?" he asked.

It was a simple yes or no question, but for some reason it took Gwen a moment to respond.

"Gwen?" Ben asked after a few seconds of silence, unsure if the call was going through.

"Uh, no. No, sorry, um…I don't think you can do that," she said. She didn't sound as excited anymore.

"What? Why not?" Ben asked.

"Well, we were told we could just invite our families. There's a maximum capacity that they don't wanna hit, so, um, I don't think she can come." Gwen didn't sound very sure of herself.

"Hmm. That sucks," Ben said, disappointed.

"Yeah. I guess. Sorry," Gwen apologized.

"Nah, it's alright," Ben said. "Thanks anyway. Guess I'll see you—"

"Wait!" Gwen interrupted him.

Ben pulled the phone away from his ear for a second, surprised at the sudden outburst. "Uh, yeah?" he asked.

"Um," Gwen said. "While I have you, you wanna hang out after school tomorrow?" she asked.

Ben hadn't actually made any concrete plans with Julie for tomorrow yet, so he agreed. "Sure, I'm up for that. Meetcha at the usual place?"

"Cool!" Gwen said. "Alright, I'll see you tomorrow, then."

"Cool. Night, Dweeb."

"Night, Doofus."

Ben hung up. He wondered if Julie would be upset that she couldn't come to Gwen's tournament after all.

 _Nah. She'll understand._

* * *

 **Author's note:**

Thank you for your kind words, everyone! Sorry if I didn't get around to responding to you personally, I try to do that as much as I can.

Some of you may have been a little thrown off by the story having so much focus on Gwen in an arc about Ben dating Julie. I switch perspectives a lot, but even in other arcs, you may have noticed I tend to write from Gwen's perspective more often. There are a lot of reasons I end up doing this, but it's mainly because I identify with her character more and her thoughts are usually more relevant to the overall story. The only real problem I've seen coming from this is that some people think Ben is being a jerk since we're seeing their conflicts from Gwen's perspective first most of the time, and maybe some of you huge Ben fans are feeling a little cheated by his lack of 'screen time.' So sorry if that's been an issue for any of you, that's just how I write.


	22. April, Year 3

**April, Year 3**

After coming to the realization that he'd been neglecting Gwen in favor of Julie, Ben decided the best thing he could do was try to make time for both of them. Most weeks, this meant switching off who he spent time with each day, or making plans with one of them after making plans with the other. For the most part, Ben thought he was doing a good job of this. Gwen certainly seemed much happier, although her mood was never very predictable. Still, he was spending time with both of them.

But that didn't stop Julie from giving him 'that look,' the one she'd started giving him whenever he had to turn down or cancel plans with her in order to do something else with Gwen. She hadn't done it at first, but after turning her down two or three times over the last few weeks, she'd started to act like she was hurt but trying not to show it.

At first, Ben ignored it. He'd learned from Gwen that he wasn't the best at reading people, so he figured he'd better not risk reading into it too much and creating a problem where none existed. But she kept doing it. No matter how much he wished he could just ignore it, Ben kept getting the feeling that Julie was upset with him.

 _Does she want me to spend even more time with her? Does she not like me spending so much time with another girl, even if that girl happens to be my cousin? Am I just totally oblivious to whatever's really going on?_

This came up again one day when he and Julie were hanging out after school at her house and Julie tried to make weekend plans with him again.

"So, I was thinking, maybe we should get together to study for our science test on Monday? We could do something else beforehand too, I don't expect to spend the whole weekend studying."

Unfortunately, as had been the case so often lately, Ben had to turn her down. "Uh, sorry, but I already have plans with Gwen for Saturday and Sunday," he said with an apologetic grimace.

Julie gave him that look again, and this time, she noticeably sighed. She even looked a little sad.

"I know, I'm sorry! I just…" Ben decided to finally ask. "It really bothers you when I do that, doesn't it?"

Julie met his gaze. Even though his question was kind of nonspecific, she knew what he was asking about. "Ben, are you…avoiding me?"

"...What?" Ben asked, a little taken aback.

 _How could she possibly think I've been avoiding her?_

"What the heck are you talking about?"

"Well," Julie spoke. She seemed nervous, like she was about to broach a very uncomfortable subject. "For the last few weeks, you've been turning me down a lot, and you always say it's to hang out with your cousin. Is that just an excuse? Like, am I being super clingy and trying to spend too much time with you or something?"

"What? No no no no no, no!" Ben facepalmed and leaned his head back exasperatedly. He groaned.

 _Why is this so hard?_

Julie looked at him questioningly.

"That isn't an excuse," Ben said. "I really _was_ hanging out with Gwen all those times."

"But you've been doing it more and more lately," Julie said. "Are you sure you're not, like, getting bored of me?"

"No! Not at all," Ben put his hands on Julie's shoulders. They looked into each other's eyes. "Julie, you're awesome. I'm never gonna get bored of you. Okay?"

She smiled at him. "Okay. I believe you."

He hugged her for a moment, then took a step back.

"And you're right," Julie said. "I _am_ awesome."

Ben laughed. "Damn right. _Almost_ as awesome as me."

Ben had been able to handle Julie's concerns, but later that day, he got worried.

 _Am I spending too much time with Gwen now?_

He thought he'd been dividing his free time about 50-50 at this point, but maybe he was slightly favoring Gwen. Or maybe 50-50 wasn't enough for Julie. He'd never had a girlfriend before, so he had no idea how much attention he was supposed to be giving her. But regardless, the way he was doing things now was hurting Julie. In order to keep that from happening, he was going to have to do something for her that would demonstrate how important she was to him, and he decided that meant cancelling his plans with Gwen for the weekend to free up time for her.

He knew immediately that Gwen would hate that decision. He hated it too, despite it being his idea. Gwen had already gotten upset once before when Ben wasn't spending enough time with her. At least back then, Ben's excuse was he just hadn't realized it. This time, not only would he know what he was doing, he'd be doing it on purpose. He knew that would make things a whole lot worse.

Ben didn't come to this decision easily. Even after he did, it still felt wrong. But what it came down to was:

 _What's more important, a girlfriend or a cousin?_

Ben figured he was supposed to choose his girlfriend over anyone. He was still very new to the whole 'dating' thing, but from what he understood, it seemed like the whole point of it was to pick one person to put before everyone else. To him, that made sense.

 _Well, I guess that's just the way it's gotta be..._

* * *

Up until Friday night, Gwen remained blissfully unaware of what Ben was planning. She'd invited him over at her house, and the two of them were sitting on the couch in her living room, discussing an episode of a TV show they'd just finished.

"I still don't get why he said that," Ben said, referring to a cryptic line one of the characters had spoken near the end of the episode.

"They probably explain it in the next episode," Gwen said. "You wanna watch it now?"

Ben hesitated. "Just a sec," he said. "I just remembered I have something to tell you."

"Oh yeah?" Gwen tilted her head slightly. "What is it?" she asked curiously.

"I'm not really gonna be able to hang out this weekend," he said.

"What?" Gwen looked at him in disappointed confusion. "Why not?"

"I've got plans with Julie," he said.

 _You what?_

"Since when?" Gwen asked, eyes narrowed, a hint of anger in her voice.

"Uh…a couple days ago?"

"But we made plans for this weekend _last_ weekend," Gwen complained. "Why didn't you just tell her you were busy?"

"Because she's my girlfriend," Ben stated.

 _Oh, lord._

Gwen made a show of rolling her eyes and looking very annoyed at that statement.

"I'm _supposed_ to spend time with her," he insisted.

"Ben, we've been through this already," Gwen reminded him. "You already hang out with her so much as it is. The least you could do is keep the plans you've _already made_ with me!"

"Hey, I've hung out with you a _lot_ recently," Ben argued. "If I'm really gonna get serious with Julie, I've gotta start acting like it."

Gwen rolled her eyes again.

 _Yeah, I'm sure 'serious' is what you wanna get with her…_

"You can spend time with her without totally _ditching_ me like this," Gwen pointed out, glaring at him now.

"Well, I'm sorry, but that's just how it's gotta be," Ben said. "I have to think of my relationship with her—"

"Ben, just how _real_ do you think your stupid _middle school_ relationship is?" Gwen interrupted him.

Ben glared at her and hung his mouth open in shock. "Fuck you!" he said, standing up. "You know what? You're just _jealous_!"

 _...What?!_

Gwen was stunned for a moment. "What— What the— What are you— What do you mean by— What—?" she stuttered. Her face turned bright red with a mix of anger and confused panic.

Seeing Gwen's reaction, Ben's face went red too. "I, I, I mean because you don't have a _boyfriend_!" he shouted, trying to recover. "You're just pissed because I can get a girl and you can't get a guy!"

"Oh, shut up, you obnoxious, self-absorbed little narcissist!" Gwen shot back. "You think you're special just because some random girl from your school can put up with your bullshit for more than thirty seconds?"

"I _am_ special." Ben held up his arm and pointed to the Omnitrix. "Remember this? Yeah, she doesn't even _know_ about it. Even plain old Bellwood Ben is good enough for her. So, yeah, I'd say I'm pretty goddamn special!"

Gwen threw her hands up and lolled her head exasperatedly. "You're so fucking in love with yourself, it's a wonder you bother dating at all!"

"Ugh," Ben groaned. "I don't need this," he said, standing up.

"Where are you going?" Gwen asked angrily as Ben headed for the door.

"I'm outta here," he called back.

 _Not again._

" _Ben_!" Gwen shouted loudly enough to stop him in his tracks. He turned back around. "We _talked_ about this."

Ben still looked angry, but he squinted questioningly. "What?"

"We _promised_ we wouldn't _do this_ anymore!" Gwen angrily reminded him.

It took him a moment, but Ben seemed to realize what she meant. He turned and looked at the door behind him, then back at Gwen, like he was debating which way he should go. "I...We…" He groaned in frustration. "Fine. We'll talk about this later. For now, I am _done._ " He turned back around and marched out of the room.

"No you're _not_! Ben! Get back— Ben!" Gwen followed him to the front door and watched him walk outside, slamming the door behind him.

Gwen stood there for a moment, staring at the spot where Ben had stood. Unexpectedly, she began to tear up. She stumbled back over to the couch and fell to her knees in front of it, trying to get ahold of herself.

Crying now, she slammed her fist repeatedly onto the couch, then stood up and started kicking it. "Stupid, stupid, stupid, stupid!" she repeated with each kick.

Gwen finally stopped and let out a loud, angry scream. She fell to her knees once again, laying her head on the seat of the couch in front of her, sobbing into the cushions.

 _Why?_

* * *

The next morning, Ben woke up feeling groggy, having not slept very well. Almost immediately, he remembered the fight he'd had with Gwen the day before, which had been on his mind all night as he tossed and turned, trying to get to sleep.

 _Stupid Gwen. How 'real' do I think my 'stupid middle school relationship' is? What does that even mean?_

As far as Ben was concerned, acting all high and mighty like that was so typical of Gwen. It was like she'd forgotten she was in middle school too. He didn't see how she could have such a low view of dating already.

 _She's just being bitter about it because she couldn't get a boyfriend._

Ben couldn't help himself from thinking about that.

 _...Can Gwen really not get a date? She's smart. And badass. And pretty—_

"Nope," Ben said out loud to himself, sitting up in his bed. He shook the idea out of his mind, then fell back onto his pillow with a groan.

 _What am I doing complimenting her anyway? I'm supposed to be mad, here!_

Pretty quickly, he could feel the guilt setting in. Even though he was still pretty sure he was right about everything, and Gwen had said some things that had really pissed him off, he knew he had his share of the blame as well. This whole fight had started because of his decision to change his plans with her. Maybe that was wrong. Plus, he'd also insulted her pretty severely.

Ben rolled over and sighed. Last night, he had planned to call Julie in the morning. The whole point of canceling his plans with Gwen was to hang out with Julie instead, after all. But he didn't really feel up to it. He was frustrated, angry, and feeling guilty. For awhile, he even considered going back to Gwen's to apologize and hang out with her like they'd originally planned.

 _No. I can't let her win._

And so, unable to bring himself to see either of them that day, he ended up staying home alone.

 _I hope you're happy, Dweeb._

* * *

Gwen's day didn't go much better. She stayed home all day too, mostly studying or watching TV. She constantly had bitter thoughts about how she could be doing something fun with Ben right now instead of sitting around being bored, but no. Ben had to ruin it. All for the sake of that girlfriend of his.

 _He cares more about her than he does about me._

The thought struck her all of a sudden as she was reviewing some of her notes from school. She felt a tremendous pang of sadness, which made her unconsciously pull her arms into her chest and lay her head down on the table.

 _He will NOT make me cry again._

Gwen sat back up. She still couldn't believe it. She and Ben had been on good terms for quite some time now. They'd spent years building up a friendship, and they'd even risked life and limb for one another on several occasions.

 _But apparently none of that can compete with some random girl he's only known for less than a year._

All Gwen knew about Julie is what Ben had told her. Of course, pretty much all Ben said about her was how great she was, which got old really fast.

 _What could she possibly have that makes him like her so much?_

Gwen blushed as she thought of a few obvious answers to that question. "Gross…" she said, cringing at her own thoughts.

She tried to get her mind back on track, considering what she could do about the situation. She considered calling or texting Ben, but she knew he wouldn't answer. He was probably with Julie right now.

 _What would I even say?_

Not to mention, she was still mad at him, and he was most likely still mad at her. She wasn't petty enough to call him just to continue their argument over the phone, and she was _too_ petty to apologize this quickly.

She glanced over at a framed picture of her and Ben on her desk. She sighed and tilted the picture over so it was face down on the table.

 _Why are you so good at making me feel bad?_

* * *

By Sunday, Ben was sick and tired of moping around. He was supposed to be a man of action. That meant making a decision and following through on it, not sitting around considering his options and doing nothing like he'd done the previous day.

Right now, he had to decide to either hang out with Julie or make up with Gwen. Making up with Gwen would go against his goal of spending more time with his girlfriend, whereas hanging out with Julie would accomplish exactly what he'd set out to do before this whole mess had started.

 _I guess the answer is simple..._

He pulled out his phone and called his girlfriend.

After a few rings, Julie picked up. "Ben?" she asked, sounding surprised that he was calling.

"Hey, Julie. You busy today?" Ben asked.

"Well, no, but aren't _you_?"

"Uh, well, no, actually." Ben felt a pang of guilt as he said that, but he ignored it and went on. "Turns out I'm gonna have most of the day to myself. You wanna meet up and go do something?"

"Sure!" Julie answered immediately, sounding happy. "But I can't stay out too late tonight because we have that test tomorrow."

"Oh, yeah. That." Ben wasn't exactly happy to hear that reminder.

"We can study together," Julie suggested, knowing Ben probably wouldn't study much on his own. She'd been helping him a lot in school lately.

"Yeah, okay. But let's do something fun first!" Ben reminded her.

"Yeah, totally. You wanna come over to my place, and then we'll head out somewhere?" Julie suggested.

"I'll be there in no time," Ben said.

"Great! See you in a bit, then."

"Yeah, see you in a bit."

They both hung up.

Ben smiled as he considered going XLR8 just so he could actually be there in no time, but he decided against it. If he showed up at her house like two seconds after getting off the phone with her, she'd think he'd been waiting outside while they were talking, which would probably be weird.

As he went around his room getting his things together, he glanced over at his bedside table. The charmed locket Gwen had given him for their birthday sat on top of it. He usually wore it all the time, but he'd taken it off to sleep and hadn't put it back on yet.

Seeing Gwen's gift automatically made him think of her again. He picked up the locket and opened it, taking a moment to stare at the picture inside. It almost made him change his plans yet again, considering the possibility of working things out with Gwen right now instead. But he closed the locket and shook his head. He'd made his decision. Nonetheless, he slipped the locket around his neck and let it hang beneath his shirt.

 _I told her we'd talk about it. And we will. Just not now._

* * *

On Thursday, Gwen walked out of her karate class late in the evening. Like she often did, she headed to Mr. Smoothy. As she walked through the door, she couldn't help but be reminded of all the times she'd come here with Ben. The thought made her bitter.

Ben hadn't contacted her at all since their fight. All week, she'd been alone, hoping for some sort of apology or some attempt to move on, but she hadn't heard anything from him.

 _If he's not gonna apologize, then neither am I._

That had been her mindset since last weekend. As a result, neither of them had made any attempt to make up with the other. Gwen spent each day after school by herself, even days when she knew Ben should be free.

So far, the week had been boring, and her bitterness towards Ben was only growing into resentment. The insulting things he'd said to her would echo in her mind whenever she considered giving in and being the one to break their silence.

 _He thinks he's so special just because he's dating someone._

That was really starting to get to her too. Ben seemed to think it was impossible that any guy would want to date her. She knew he was wrong, but it still hurt to know he found her undateable.

 _Not that we'd ever date!_

Gwen visibly shuddered. She was still in public, so she was glad when she looked around and saw no one was looking at her funny.

After getting her smoothie, Gwen started to walk home. She wanted to get Ben off of her mind. To her, letting him consume her thoughts like this was letting him win.

 _I don't need that jerk._

* * *

Just as Gwen was trying to keep her mind clear of Ben, he was trying to keep his mind clear of her. Even as he spent the whole week with Julie, as he intended to do, thoughts of Gwen would occasionally creep into his mind, no matter what he was doing. Sometimes they would make him angry as he remembered the harsh things Gwen had said to him, and other times they would make him feel guilty as he remembered how he'd yelled at her.

Julie started to take notice, too. Throughout the week, she would often catch Ben staring into space, looking a little down. But whenever she asked him what he was thinking about or if anything was the matter, he would snap out of it and say it was nothing.

This happened again several times on Friday night when they were on a date. Then, as Ben was walking her home, she noticed him looking off to the side. He looked guilty, like he wanted to admit something, but couldn't.

"Are you _sure_ you're alright?" Julie asked.

It took Ben a moment to realize she was talking to him. "Hmm? Oh, yeah, totally fine," he said, turning to flash her a fake smile.

Julie gave him a look that told him she wasn't buying it.

"I'm serious!" Ben insisted. "I had a ton of fun with you tonight."

Julie could tell he meant that. In fact, he always seemed to be having a good time when they were together, and she never had any reason to doubt him when he said so. She figured whatever was bothering him must be a personal problem that he just couldn't get off his mind, but she wanted to help him with it.

"Ben, please," she said. She stopped walking and grabbed his other hand to stop him, getting him to turn and face her. "I know there's something wrong. I don't like seeing you like this. So, could you please talk to me about it? Maybe I can help."

Ben stared into Julie's pleading eyes. He still couldn't believe a girl like her cared so much for him. He sighed.

"Look, it's not really a big deal or anything, but I kinda had a fight with Gwen," Ben admitted, trying to undersell its importance to him, more for his own sake than Julie's.

"With your cousin?" Julie asked. "I'm sorry. Was it bad?"

"Kinda, yeah."

"What was it about?" Julie asked, hoping she wasn't being nosey.

"Uh…Just something stupid," Ben said. For some reason, it felt uncomfortable for him to talk about it.

Julie looked at him sympathetically. "Well, families fight. It happens. But whatever it was about, I'm sure she won't stay mad at you forever."

Ben chuckled. "Yeah. Fighting's kinda what we do."

"Have you talked to her? Since the fight?" Julie asked.

"No," Ben said. "We haven't seen each other."

"Then you should talk to her," Julie suggested.

Ben sighed. "I…guess. Tomorrow. I'll talk to her then, just to see if she's still mad."

"Are _you_ still mad?" Julie asked.

Ben hesitated. "A little." He wasn't even sure anymore.

"Well, one way or the other, talking to her about it will make it better," Julie said.

"You think so?" Ben asked.

"Well, I mean, you could always screw up horribly and make everything worse," Julie said with a teasing smile.

Ben laughed.

"But I don't think you'll mess it up," she said, more seriously this time.

"…Thanks, Julie."

* * *

That Saturday, Ben decided he wasn't even gonna think about it. He was just gonna take Julie's advice and go talk to Gwen. No planning, no preparation, no worrying.

 _Just do it and see how it goes._

When he left his house that afternoon, he slapped the Omnitrix, went XLR8, and took off. In seconds, he was at Gwen's house. Before he turned himself back into a human, he stared at his alien hands.

 _This one really is my favorite. Super speed has gotta be the most convenient superpower ever._

In a flash, he was Ben again. He walked right up to Gwen's door and knocked.

 _I guess I could've just called._

As he waited for Gwen to answer the door, he wondered if that would have been better or worse.

 _No. Stop thinking. Just go with it._

When Gwen opened the door, at first she seemed surprised to see him. Then she scowled. She didn't say anything, so for a moment they just stared at each other.

"…Hey," Ben finally said, hoping he sounded casual.

"Hello, Ben," she said tersely.

"What, no insult? I'm insulted!" Ben joked, smiling at her.

Gwen didn't smile back.

 _Yeah, this is going well._

"Did you need something?" Gwen asked, as if she was busy and Ben was really starting to waste her time.

"Well, no. I mean, yeah. You wanna hang out?" Ben asked.

Gwen didn't respond for a moment. "I can't," she said eventually.

"Oh," Ben said, disappointed.

"I have…" Gwen continued. "I have a…date."

"…Oh!" Ben was surprised to hear that. "Oh. Yeah, that's cool. Um, congrats!"

Gwen gave him an unamused look that said 'Don't patronize me.'

"Well…maybe tomorrow then?"

"…Maybe," Gwen said. "Goodbye." She closed the door. She didn't slam it in his face, she just gently closed it without waiting for Ben to say anything else.

"See ya, Dweeb!" Ben called through Gwen's front door, but got no response. He turned and walked away.

 _Gwen on a date?_

Ben tried to picture it. The thought of it was strange to him for some reason. He wasn't quite sure how he felt about it either.

* * *

 _Why the fuck did I say that?!_

Gwen started pacing back and forth through her house after closing the door on Ben.

She'd panicked. She still hadn't worked out how to handle her current situation with him. She didn't know what to do when he ambushed her at her front door like that. She wasn't willing to just pretend they hadn't been fighting like Ben was trying to do. She'd just wanted to get him to go away quickly so she could regroup with her thoughts and work this out. So she needed an excuse, and that had been the first thing that popped into her head for some reason.

 _Well, at least I'm giving him a taste of his own medicine. Sort of._

Gwen looked on the bright side. Maybe now he'd have some idea of how it felt to get blown off for a date.

 _But what do I do now?_

Gwen thought about this lie of hers.

 _Will I need to maintain it? Should I ever tell Ben the truth, or just let this be a one-time thing that we'll both eventually forget about?_

She considered keeping the lie going. Every now and then, she could cancel plans with Ben for one of her 'dates' just to teach him a lesson. She could do it easily. He wouldn't ever have to know her boyfriend was made up. She'd still never even met Ben's girlfriend, after all.

… _No._

Gwen put a stop to this stupid idea of hers before it got out of hand, realizing the absurdity of it.

 _Fake boyfriend? How pathetic can you get?_

At least that's how it would seem to Ben when he eventually learned the truth, she figured. She knew from the number of guys at school asking her out that she _could_ get a date if she actually wanted to, but Ben didn't know that.

 _It's fine. I won't bring this up again. And if he asks, I'll say the date didn't go well. End of story._

* * *

Despite their unease, Ben and Gwen met up the next day. This time, Ben called Gwen instead of just showing up at her house. And since she was expecting it this time, she was much more prepared.

Like yesterday, Ben acted as if they hadn't been ignoring each other for the past week. He simply asked her if she wanted to hang out.

 _No apologies, then. Fine by me._

Gwen was a little bitter about it, but this was nothing they hadn't done before. In fact, they'd gotten over many of their fights by just pretending they'd never happened. After all, they were both way too stubborn to apologize most of the time anyway.

When the two of them met up, they decided to go to Mr. Smoothy and then wander around that area of town a little bit. As they spoke with one another, they tried not to show they were still a little uncomfortable.

"So…how've you been?" Ben asked as they walked down the street sipping their smoothies.

Gwen shrugged. "Alright, I guess. School's kinda picking up again. I like it, but it ends up being a lot of work."

Ben nodded. Out of the corner of her eye, Gwen could see Ben constantly glancing at her. She turned her head to look at him, and he avoided eye contact.

 _Will you just say whatever you wanna say, Doofus?_

"What about you?" Gwen asked.

"What? Oh. Uh, good. School's getting hard for me, too. Luckily I have Julie to help me."

Gwen rolled her eyes, but said nothing.

A little further down the street, Ben cleared his throat. "Uh, I was just gonna ask…" Ben kept his eyes forward as they walked, lifting his arm to scratch the back of his neck nervously. "How was your date?"

 _Crud._

Gwen was really hoping he wouldn't ask about it. But she had already prepared what she'd say if he did. However, before she could respond, she noticed something.

Ben had already looked pretty uncomfortable before, but as soon as he asked her about her date, he looked exponentially more uncomfortable.

 _You're the one that brought it up, Doofus…_

Last night, she'd decided she would say the date went poorly and then never bring it up again. But now, seeing Ben uncomfortable like this, she saw it as an opportunity. She gave Ben a smile that was part fake and part 'I enjoy your suffering.' "It was great," she said. She turned her head away and kept sipping her smoothie, but she kept a knowing smirk on her face that Ben surely noticed.

"Oh…" he said, again scratching the back of his neck. He looked more uncomfortable than ever.

 _Now you know how I feel when you won't shut up about your girlfriend._

* * *

Gwen went home in high spirits that night.

Hanging out with Ben had been fun. The initial discomfort hadn't lasted the whole day, and before she knew it, it was like their fight had never happened.

However, as much as she'd enjoyed spending the day with Ben, she also felt kind of guilty. She'd blown him off for no real reason the day before, and she'd dropped a few more references to her made-up date throughout the day just to make Ben more uncomfortable.

In her defense, she'd only mentioned it the first time because Ben had asked, and every time after that was in retaliation for him mentioning Julie. She'd been hoping he would catch on to how it made her feel since she was making him experience the same thing, but he hadn't seemed to notice.

However, she couldn't deny that she was also just being petty. Ben had been getting on her nerves for a while now with the constant girlfriend talk, and she'd enjoyed having the chance to turn the tables on him for once.

But she didn't want to hurt him. She realized he'd gone out of his way to spend time with her on the weekend, time he probably could've spent with Julie. It seemed like he was making an effort to apologize for their fight in his own way, and he was trying to show her that he wasn't going to ignore her just because he had Julie. He was making time for both of them in order to make everyone happy.

 _There's that damn hero complex._

Gwen rolled her eyes, but she also smiled. Ben always had to be the hero, saving the day and helping everyone. She often said he was just full of himself, but if she had to be honest, she'd say it was one of the qualities she most admired about him.

Gwen blushed a little, then frowned.

 _Anyway…_

She tried to set her thoughts back on track.

"Okay," she said out loud to herself, sitting in her room alone. Worried her parents would hear her talking to herself, she continued her monologue in her head.

 _Two choices. One: Admit to Ben that I made up the whole 'date' thing. And two: Tell him I'm just not seeing that guy anymore._

Gwen had already decided she had to put a stop to this 'fake boyfriend' thing before it got out of hand. She knew it would only blow up in her face if she continued lying. Also, she felt bad about using the lie to make Ben uncomfortable on purpose, even though he did the same thing by accident.

As she weighed her two options for dealing with the situation, she briefly considered getting out a pen and paper and actually making some kind of pros and cons chart about this. She laughed to herself. Just a few years ago, when she still lived her life by schedules and charts, she would have done that without hesitation.

 _Wow, the old me really was a geek._

Instead, she lay back on her bed, clutching the charm she wore around her neck, which she found helped her think. Something else came to mind as she thought about what to do.

 _We never talked about it._

Ben's strategy of pretending their fight hadn't happened had been surprisingly effective, but it didn't sit right with her.

 _We promised._

She came to two decisions. She was going to come clean to Ben about her fake date, and she was going to force him to talk about their fight.

 _We need to do this the right way._

* * *

Ben was nervous the next day when he got a text from Gwen saying she needed to talk to him. She texted him all the time suggesting they hang out or go do something, but she'd never said that before. He'd been planning to see if Julie wanted to hang out after school since they hadn't gotten a chance to see each other that weekend, but Gwen's text sounded serious enough that he couldn't just ignore it.

He was pretty sure what she needed to talk to him about. They had just seen each other recently, but neither of them had brought up the fight they'd promised to talk about. However, the more optimistic side of him tried to come up with some other reasons she might have had.

 _Maybe it's alien-slash-magic stuff._

Instinctively, Ben's right hand moved to grasp the Omnitrix. He let it go after a moment, moving instead to grasp the locket beneath his shirt. He took notice of both objects since they were at the front of his mind, but whenever he reached for them, he usually did it unconsciously. The Omnitrix was possibly his favorite thing in the world, and the locket also had tremendous sentimental value to him, even though he'd only gotten it last December.

 _I really hope it's alien-slash-magic stuff._

It had been far too long since the last time he got to beat up aliens and bad guys. When he got to Gwen's house, he was prepared for some hero-ing. After ringing her doorbell, the door opened shortly after.

"'Sup, Dweeb?" he casually greeted her when she appeared in the doorway.

Gwen had been expecting him, so she wasn't surprised this time, but she forced a smile. "Hey, Doofus. Come inside," she invited him.

"Mhmm." Ben followed her into her house, and she led him up to her room. He thought that was kind of odd, since her parents weren't home and they wouldn't need the privacy. "So, you wanted to talk to me about something?" Ben asked, deciding to get right to the point.

"Yeah." Gwen nodded, shifting nervously on her feet. She took a deep breath. "I…kinda have to tell you something."

Ben looked at her expectantly. He was worried she might have some tragic news or something.

"So, last Saturday, when you showed up here," Gwen continued. "I told you I couldn't hang out because I had a date. That was a lie."

Ben raised his eyebrows in mild surprise and confusion.

"I just didn't want to hang out with you because I was still angry about the week before," Gwen admitted, looking Ben directly in the eyes as she spoke now.

"Oh…" Ben said. "You're still mad about that?" he asked, trying to play it off as though it wasn't a big deal.

Gwen glared at him. Ben could tell the dismissive way he'd said that had really ticked her off. "Well, you never exactly apologized for it," she said, defending her right to be mad.

"Neither did you," Ben shot back, meeting her gaze.

Gwen opened her mouth to respond to that, but she stopped herself. She sighed and held up her hands in surrender, her expression softening as she did so. "Look, I'm not trying to start another fight with you. I just want to talk about it."

"Why?" Ben asked. As far as he could tell, that wasn't necessary anymore, and it would just make them fight more.

"Because we have to."

"But why?" Ben insisted. "We got along just fine yesterday, didn't we? It's all water under the bridge at this point."

"But it's _not_ ," Gwen said, a little more forcefully. "We haven't solved _anything_. If we don't do this now, you know as well as I do it'll just come up again later. Besides, we _promised._ "

"Alright, fine!" Ben threw his hands up defeatedly. "What do you want me to do, break up with Julie? Will _that_ solve everything?"

"No! That's not what this is about."

"It sure seems like it is," Ben argued. "You _hate_ it when I spend time with her. You can't even stand it when I _mention_ her."

"I— Yeah, but, I—" Gwen stuttered a little, trying to come up with a response. It was obvious this wasn't going the way she'd expected.

"Do you have any idea how annoying this is for me?" Ben continued. "I finally find someone from my school I wanna hang out with, but I can't even do that without pissing you off. And if I spend time with _you_ instead, _she_ thinks I'm getting bored of _her_. I can't win!"

"Ben! _Ben_!" Gwen said frantically, stepping forward and putting her hands on his shoulders. "Look, look, you're right. I'm _sorry_ , okay? But just, just _please_ calm down!"

Ben saw the look in her eyes. She genuinely felt sorry for him, and she was even a little scared of how angry he was. He hadn't even realized how loudly he'd been shouting at her. He breathed deeply for a few moments, letting Gwen's touch calm him down. "...Sorry," he said quietly.

"It's okay," Gwen said, taking her hands off of him and stepping back. "You're right. I...I guess I haven't really thought about how hard this must be for you too."

"Y-Yeah." Ben nodded gravely in agreement, hoping he hadn't been too hard on her.

"I know you've been trying to make time for me, and I appreciate it. Really. I get...lonely...without you," Gwen admitted, shyly avoiding eye contact.

"I know," Ben said. "I wasn't trying to ditch you last week."

"I know. You were just trying to do something nice for your girlfriend," Gwen said. "And that's fine, just...Be upfront about it. You can make plans with her, just don't cancel _our_ plans to do it. Okay? That's all I want."

Ben nodded. "Okay."

After a moment of silence, Gwen let out a relieved sigh. "There," she said with a smile. "That wasn't so hard, was it?"

"I guess not," Ben reluctantly agreed. He was glad that was finally settled, but something else from earlier came to mind all of a sudden. "So…you _don't_ have a boyfriend, right?" he asked, somewhat nervously.

Gwen blushed a little. "No, I don't. So what?" she said, as if she were defending herself again.

"No, I…I was just wondering." Ben wasn't sure why he cared, or whether Gwen having a boyfriend would make things easier or even more complicated, but for whatever reason, he was glad to hear that.

* * *

 **Author's note:**

This month ran kinda long for one chapter, but I couldn't find a good way to split it up.

Just to answer some anonymous questions:

"Can you give Gwen a boyfriend?"

As seen here, nope. The story is already written anyway, I'm just editing it. It's too late for me to add new subplots.

"Do you have a twitter account or something so we all can follow you for constant updates in case fanfiction is down?"

I have a tumblr I never use, gojaimas dot tumblr dot com. If people want to ask me questions there or something, I'd be willing to answer them. But I've only been posting this story here, so if fanfiction is down, just assume I'll post once it's back up.

"I just hope that you won't involve Kevin Levin in this story."

Me too.


	23. May, Year 3 (Part 1)

**May, Year 3 (Part 1)**

Ben was amazed when his school let the students out half an hour early. It wasn't that big of a deal since it was only about half a class period worth of time, but his school usually didn't do half-days or anything, so getting let out even a little bit early was almost unheard of.

He had plans to meet up with Gwen after school, but now he had a bit of time to kill until then. He would've loved to spend that time with Julie, but she had to run home to get her stuff for tennis practice. So, he decided to just head to the park to wait.

On his way there, he felt his phone vibrate.

 _Hmm. Gwen or Julie?_

Ben tried to guess who it was as he took his phone out of his pocket, but it turns out it was neither. The message was from Lucy.

"Lucy?" He hadn't seen her in months, but he had talked with her online a few times since then. "Hey hey triple exclamation point," he said, reading her message out loud.

 _Sounds like her._

"Hey, what's up?" he messaged back.

"Are you with Gwen?" she asked.

"Not right now."

"Lame."

Ben spent a moment trying to decide how he was supposed to respond to that, but before he could think of something, Lucy sent another message.

"Well go get her and Skype me NOW! I got some big news!"

"It's gonna be a bit, but we'll call when we get home," Ben sent back.

Lucy responded with a bunch of smiley face emojis, so Ben figured she was satisfied with that answer.

 _Big news?_

Ben wondered what it could be. Lucy sounded excited about it, so it was probably something good. Maybe Joel and Camille were doing more badass space hero stuff, or maybe aliens were invading Earth again and humanity needed Ben to lead the fight against them. That last one made Ben smile as he let himself daydream a little.

When he got to the park, he thought about texting Gwen and telling her to hurry up because Lucy wanted to talk to them. But instead, since he was so early, he decided he might as well head to her school and meet her as soon as she got out.

 _I've been wondering what her school is like anyway._

* * *

"You heading out?" Emily asked.

Gwen had been packing her books into her bag when Emily rolled up to her desk. "Yep," Gwen said, picking up her bag. "What are you up to today?" she asked as they left the classroom together.

"Piano practice," Emily answered. "What about you? Doing some karate?"

"Nope. Just hanging out with my cousin."

"The one you love or the one you hate?"

Gwen looked confused. "I only have one cousin," she said. "Well, there's Lucy, technically. Is Ben supposed to be the one I love or the one I hate?"

"You tell me," Emily said with a smirk.

"...What's that supposed to mean?"

Emily laughed. "I'm just saying, you're kinda back and forth on that one. It seems like he's been on your good side lately, but you were complaining about him for, like, a solid month or so before that," she explained.

Gwen blushed with humiliation.

 _Okay, there's no way I talk about him THAT much, right?_

"...Well, he can be kind of a jerk sometimes," Gwen admitted.

Emily chuckled, but she mercifully changed the subject. "So, you _are_ still doing karate though, right?"

"What? Oh, uh, yeah. In fact, I'll be getting my black belt pretty soon." Gwen smiled proudly.

"Wow, really? That's awesome, Gwen!" Emily beamed.

"Well, I'll be testing for it," Gwen said, deciding to downplay it. "So I hope I get it."

When they reached the front entrance of the school, they continued talking since they'd still be going the same way for a bit before splitting up.

"You have a recital coming up?" Gwen asked.

"Nothing major any time soon," Emily said. "But I still gotta keep practicing."

Gwen was about to ask something else, but she was interrupted by a voice calling to her from the side.

"Gwen!"

Startled, Gwen turned to see Ben walking towards her. Her eyes opened wide in surprise.

 _What's he doing here?_

Emily smirked. "Another one of your hopeless suitors?" she asked, mistaking Ben for a guy Gwen must have turned down at some point.

But Gwen didn't answer her. She didn't even seem to hear her. Instead, she stared at her cousin with a dumbfounded look on her face as he strode up to them. When he was only a few paces away, she suddenly lunged at him.

Emily looked on in shock for a split second since it looked like Gwen was about to beat the crap out of this guy. But she didn't attack him. Instead, she jumped into a hug. Ben caught her, wrapping his arms around her waist and holding her up while Emily watched in confusion.

"Whoa, whoa, whoa, hey!" Ben let go of Gwen and she dropped to her feet, but she didn't let go of him. "Not in front of people!" he said, sounding embarrassed.

Gwen giggled at his reaction, then stepped back. The two of them had been on much better terms for the past month. They didn't usually hug like that, but seeing him come visit her at her school like this for the first time just made her uncontrollably happy all of a sudden.

After remembering that Emily was still there, Gwen turned back to her and saw she had a big smile on her face.

"So you _do_ have a boyfriend!" Emily sounded surprised and happy.

" _What_?" Ben and Gwen shouted at the same time, quickly taking a large step away from each other.

"No, no, no, no, no," Gwen said.

"Gross!" Ben said.

Emily was more confused now. She looked back and forth between the two of them. They were both redder than the boy had been when Gwen hugged him.

"Emily," Gwen said. "This is my cousin, Ben."

Now it was Emily's turn to be embarrassed. "Ohhhhh…" she said, making an apologetic face. "S-Sorry, I thought…Never mind."

"And Ben," Gwen gestured to the other girl. "This is Emily. She's been in my class for years."

"Hey," Ben said, still feeling rather awkward.

Emily quickly regained her composure. "So, I finally get to meet the famous cousin," she said. "Gwen's told me all about you."

"I certainly hope not," Ben said, putting his left arm behind his back. He looked over at Gwen, who gave him a very subtle shake of her head to confirm that Emily didn't know.

Emily laughed. "Don't worry, she's said some very nice things about you."

"Oh really?" Ben asked, shooting Gwen a cocky smile.

"N-No!" Gwen stuttered. "Usually when I tell Emily about you, I'm venting because you've been a total Doofus or something."

Emily laughed. She found it weird how quickly Gwen denied praising her cousin considering the enthusiastic greeting she'd just given him. She figured she was just embarrassed to be around her family, and she'd only hugged him because she'd slipped up and forgotten there was anyone else around.

"What are you doing here, anyway?" Gwen asked, sounding more curious than accusatory.

"Lucy wants us to Skype her," Ben said. "She texted me saying she has big news."

"Oh!" Gwen immediately began to wonder what the news could be, but she also knew it could be dangerous to talk about anything alien-related in front of other people. "We should go to my house then," she suggested.

"Yeah, good idea," Ben agreed.

"Emily, I'll see you tomorrow," Gwen said hurriedly, giving her a wave as they turned to leave.

"See ya." Ben said as well.

"Nice meeting you!" Emily called to Ben as they left.

* * *

At Gwen's house, Ben and Gwen went straight up to Gwen's room.

"We haven't seen Lucy in forever," Ben remarked as Gwen opened up her laptop.

"I know," she said. "I wonder what's going on with her." As she spoke, Gwen made a few clicks with her mouse and sent Lucy a video call. In a few seconds, the blonde alien appeared on screen.

"Hellooo, my favorite name-rhyming cousins!" Lucy greeted them immediately.

"Hello," Gwen said.

"Hey, Lucy," Ben said.

Lucy was already grinning broadly at them. She seemed so happy to be talking to them both, and her happiness was infectious.

"How have you been?" Gwen asked politely.

"Oh, I've been great! And hey, look at you two. You look _fantastic_!" Lucy responded, immediately taking the opportunity to compliment them both.

"Heh, thanks," Gwen said, idly running her hand through her hair.

"So, I hear you've got some news for us," Ben said, intrigued.

" _Yes_!" Lucy shouted, lunging her face at the camera, causing Ben and Gwen to flinch back from Gwen's laptop. "The news!" She stood up and stepped back from the camera. "Lucy is movin' to Bellwood!" she announced in third person, striking a pose.

"Wow, really? That's great, Lucy!" Gwen said.

Ben chuckled. "Y'know, that's probably the first time anyone's ever been _excited_ about moving to this town."

"Oh, come on," Gwen said. "Bellwood's not _that_ boring. We get criminals and aliens to fight now and then."

"And now you're gonna have _me_ there!" Lucy said.

"Sweet," Ben said. "I missed having someone around to help me mess with the Dweeb."

"Hey!" Gwen complained while Lucy just giggled. "So, why are you moving?" Gwen asked out of curiosity.

"And why are you moving _here_?" Ben chimed in.

"Joel and Camille are quitting the Plumbers," Lucy answered.

"Wait, what? Really? Why?" Ben was surprised that they'd ever want to quit such a cool job.

Lucy hesitated for a second, then shrugged. "They just kinda wanna settle down and have a normal life, I guess," she said. She kept her smile up as she spoke, but Gwen thought it looked a little forced. "So, they got jobs working with Ben's dad!" she said, pointing at Ben.

"Huh. Really? My dad hasn't said anything about that yet," Ben said.

"I know!" Lucy said. "I told Joel to tell your dad to not tell you, because _I_ wanted to tell you!" She laughed gleefully. "Oh, and by the way, Ben. Your voice has gotten _so_ much deeper."

"It has?" Ben asked. He'd noticed his voice had changed slightly in the last year, but he didn't think it was very noticeable yet.

Gwen laughed. "Are you kidding? Of course it has! I can actually tell your voices apart now."

Lucy laughed at that.

"He- _ey_!" Ben complained, his voice cracking as he spoke. "My voice was never as high as Lucy's!"

"It wasn't _quite_ as high, but you two used to sound pretty much _exactly_ alike," Gwen insisted with a teasing smile.

"But don't worry, Ben," Lucy said. "Now your voice is deep and _sexy_."

Ben opened his eyes wide in shock. "Uh…"

"Eugh!" Gwen scrunched up her face in disgust.

Lucy laughed at their reactions.

"Well, anyway," Gwen said, trying to steer the conversation away from that. "When do you move?" she asked Lucy.

"Uhhhh," Lucy looked up and to the side as she searched her memory. "I forget the exact date, but we're set to move there in August."

"Which school are you gonna be going to?" Ben asked.

"Gwen's."

"Aw, man." Ben seemed disappointed.

"Don't worry," Lucy said. "That just means I can help you annoy Gwen at the one place she was safe from you!"

"Gee, thanks, guys," Gwen said.

Lucy looked at the two of them on her computer screen. Gwen was seated in her desk chair in front of the computer. Ben stood behind her, his hands on the back of her chair, leaning over her. They both seemed so comfortable being in each other's personal space, and they both looked really happy right now.

"Sooooo…" Lucy said. "You guys got any big news for me?" she asked, as if she were expecting something.

Gwen put her hand to her chin as she thought. "Well, I'm testing for my black belt soon," she said. "Oh! And this." She reached into her shirt and pulled out her necklace. "I recreated the charm of telekinesis."

Lucy tilted her head to the side. "Oh yeah, one of those charms of something-or-other, right? You guys told me that story before. So you made a new one?"

"Yep!" Gwen nodded proudly.

"She's a full-blown witch now," Ben said.

"Awesome!" Lucy said. "What about you, Ben? Any new Omnitrix aliens or anything?"

"Uh, no," Ben said. "But, I have a girlfriend now."

"...Oh! Of course." Lucy grimaced.

Gwen rolled her eyes at Ben's blatant attempt at bragging, while Ben seemed confused by Lucy's reaction.

"I mean, of course! That girl you told me about at the Christmas party, right?" Lucy said, her usual smile coming back.

"Yep, that's her," Ben confirmed. "What about you? You got a boyfriend?" Ben asked Lucy.

"Nah, there aren't any guys at my school as hot as you," Lucy said with a teasing smile.

"Uh, um, uh…" Ben immediately felt flustered and didn't know how to respond to that.

Lucy also noticed Gwen looked about as nervous as Ben did. She laughed. "When I get to Bellwood, I'm sure Gwen can show me to all hotties at her school," she said. "Other than herself, that is."

" _Lucy_!" Gwen objected.

Lucy laughed again. She thought it was only fair to tease Gwen after teasing Ben. She also checked for Ben's reaction. He was looking off to the side awkwardly, avoiding looking at Gwen. Lucy smirked.

"Well, that's all, really. Just wanted to say hi and tell you I was moving to Bellwood," Lucy said. "Good to see you guys again, and glad to hear everything's awesome over there."

"Good to see you again, too, Lucy," Gwen said.

"Totally," Ben agreed.

"Alrighty. Next time you see me, we'll be like neighbors! Bye!" Lucy gave a big smile and an enthusiastic wave to the camera as she signed off.

"Bye!"  
"See ya!"

Ben and Gwen said their goodbyes as well, then Gwen ended the call and closed the window.

"She's as crazy as ever," Ben said, stepping up beside Gwen.

"Yeah," Gwen agreed, turning her head to look at him. They locked eyes as they each simultaneously remembered how Lucy had called the other hot. Quickly, they both averted their gaze to random parts of Gwen's room, blushing deeply. " _Real_ crazy."

* * *

"These definitions are all wrong," Julie said, looking over Ben's papers. "Where did you come up with them?"

"Internet," Ben said.

"Figures." Julie shook her head. "This one sounds like it comes from Yahoo Answers," she said, holding up the paper and examining it with a bemused look on her face.

"Well it seemed like a good idea at the time!" Ben said.

Julie sighed, but she smiled lightly. Helping Ben study could be difficult, but at least it was entertaining. "You should probably redo all of these. And use the textbook this time."

"I guess…" Ben agreed, taking his papers back. "Can you help me with them, though?"

"Of course!" Julie said. "What would you do without me?"

"Uh, fail?"

Julie laughed. "Just wait a couple years 'til we're in high school."

"I don't wanna think about that." Ben had enough trouble with his simple middle school classes. Every time he heard about high school, his only thought was 'It gets worse?!' It was almost time for him to go, so he collected his things and stuffed them into his backpack.

"I wanna ask you something," Julie said before he finished packing, looking a little excited.

"Sure, what's up?" Ben asked, putting his bag down.

"I've got a very important tennis match coming up," Julie said. "If I do well, I might qualify for the tournament I've been telling you about."

"You want me to come cheer you on?" Ben offered. He'd come to watch her matches a few times before, and he wouldn't object to doing so again.

Julie smiled. "Yes, that would mean a lot to me," she said.

"Then consider it done," Ben declared. "When is it?"

"The Saturday after next," she said. "I'll be practicing a lot more than usual between now and then."

Ben had noticed she'd already been having practices more often lately. "Don't worry about it," he said, knowing she was telling him they couldn't hang out as much while she was busy. "Do whatever it takes to really crush the competition on game day!"

Julie looked proud. "You know I will!"

* * *

Ben sipped his smoothie as he watched the TV screen. He was lying on his stomach on Gwen's bed, while Gwen sat on the edge playing a single player game.

"Go around that way," Ben advised.

"Which way?" Gwen asked.

"That way," Ben repeated.

" _Really_ not helping," Gwen said, annoyed. The game was getting stressful. She was low on ammo and healing items, and she was trapped in a room with two hard-to-kill boss enemies.

"Shoot him," Ben said.

"I can't hurt him from the front," Gwen reminded him.

"Use a bigger gun," Ben suggested.

Gwen rolled her eyes and switched to the shotgun. She ran up to one of the bosses and shot him in the chest. He just roared angrily and charged at her, large Wolverine-like claws extending from devices on his wrists.

"Ah!" Gwen shrieked as her character was hit. "Shit," she cursed under her breath, pausing to heal before running around the corner. "Bigger gun. _Real_ smart," Gwen quipped angrily.

Ben shrugged, even though Gwen wasn't looking at him.

Gwen decided to try a different approach. Switching to the sniper rifle, she waited for the enemy to be in the right position. Once his back was exposed, she took the shot. It hit, causing the enemy to flail about in pain, so she shot a couple more times. Some of her shots missed due to the boss's erratic movements, but the second and third successful hits brought him down.

"Yes!" Gwen cheered. Just as she was about to brag to Ben, a set of claws impaled her character from behind. " _Ah_!" Gwen shrieked again. Her character fell to the ground as the words "YOU ARE DEAD" appeared on screen.

Ben started laughing. "Forgot about the second one, didn't cha?"

Gwen turned and gave him a dirty look, then thrust the controller towards him. "Here, let's see _you_ do better."

"Alright, watch the master," Ben said, sitting up and moving to the edge of the bed to sit beside her. Taking the controller, he handed Gwen his smoothie. "Hold this," he said. Gwen took his drink, but she wasn't happy about it.

Ben restarted at Gwen's last checkpoint, which was just when she'd entered the boss room. There were a few normal enemies in the room along with the bosses to start with. He began to take out the weaker enemies first, one by one.

Gwen watched the screen. She was hyper focused on how he played, trying to find things to critique him on. She was good at this game, and she wasn't about to let him be better at it than she was.

"Would you quit burning through all my ammo?" Gwen asked irritably after Ben unloaded several extra shots into a zombie as it died.

"You gotta double tap, or else they just get back up," Ben replied.

"I _know_ that, Doofus, but that one was already doing his death animation. Those last few shots were a complete waste," Gwen argued.

"Who cares? We got lots more," Ben said, switching to the machine gun.

Gwen sighed and leaned back. She continued to watch as Ben dispatched all the weaker enemies, leaving just the bosses. Even though his method was very brute force oriented and wasted more ammo than necessary, she had to admit he was handling it pretty well. He'd killed all those zombies faster than she had, and he'd only gotten hit once or twice.

Without thinking, Gwen took a sip from Ben's smoothie.

 _That's not bad._

She liked the taste, and she was wondering what flavor it was when she realized what she was doing. Immediately, she started retching and spitting.

"What are you—?" Ben paused and turned to see what Gwen was doing. He noticed how she was holding his smoothing away from her as she coughed. "What, you don't like that flavor?"

"The smoothie's fine. I just remembered it was _yours_ ," she said with disgust.

"Oh, what, you don't want my _cooties_?" Ben asked. It had been years since they'd complained about each other's 'cooties,' so Ben was taking the opportunity to act like she was being the immature one for once.

"More like your _germs_ , Doofus," Gwen retorted. "We both know how unhygienic you are. When's the last time you brushed your teeth, huh?"

"Hey, I do that _at least_ twice a week now."

"Gah!"

 _Does he think that's a lot?_

Ben unpaused and went back to the game. Following the advice he'd given Gwen, he kept his shotgun ready as he moved to deal with the bosses. Rather than trying to snipe them like Gwen had, he went right up to one of them. As soon as it charged at him, he ran out of the way, and the monster got his claw stuck in the wall. Ben turned and shot him in the back at point-blank. That didn't kill it, though. It flailed around, thrashing wildly and hitting Ben multiple times.

"Heal!" Gwen shouted.

"Nah, I got this," Ben said dismissively. As the boss calmed down and steadied himself, Ben pointed his shotgun at him and fired twice more. The boss fell to the ground dead. Ben snickered at his victory, both over the game and over Gwen.

Next, Ben turned to the remaining enemy, and attempted to repeat the process. However, when this one charged, he couldn't get out of the way fast enough, and he got hit again. His health was in the red now.

" _Heal_!" Gwen said, more urgently this time.

"Alright, geez!" Ben paused to use a healing item.

Gwen wasn't sure why she was helping him, since she didn't want him to win. He would just end up thinking he was better than her if he did. So she decided to remain silent from now on, simply watching Ben play. While her focus was on Ben, she didn't realize it when she started sipping his smoothie again.

"Aaaaand… _boom!_ " Ben said as he lined up his kill shot. With one last shotgun blast, the second boss went down, and the gate blocking the exit lifted open. "There," he said, handing the controller back to Gwen. " _That_ was me doing better."

Gwen glared at him as she took the controller and gave him back his drink. "You only beat this room because you got to watch _me_ try it first, so you knew what to do."

Ben smiled smugly. "Oh, I'm sorry, all I hear is ' _I lost and now I'm salty about it_.'"

"Alright, fine," Gwen said. "If you're so good, how about you fight the final boss of this area when I get there?"

Ben's eyes lit up when Gwen issued her challenge. "Alright. I bet I beat it on the first try!"

"I'll take that bet," Gwen said, also getting into the competitive spirit. "And I bet I won't die at all on the way there."

They didn't even bother setting terms for the bet. Even just a few seconds of bragging rights was enough of a reward for both of them.

As she played, she heard slurping sounds from Ben sipping his smoothie beside her. She turned her head slightly to look at him. That was when she realized his lips were on the straw. The same straw that her lips were on moments ago.

 _Oh. Oh no._

"What's the holdup?" Ben asked, Gwen's character not having moved at all while she was looking at him. He noticed she appeared to be staring at his smoothie, blushing slightly. "What is it?" he asked, confused.

Gwen snapped out of her daze and glared at him. With a quick movement of her hand, she grabbed the straw out of Ben's cup and tossed it across the room.

"Hey, what the hell?"

" _Your slurping was annoying me_!" Gwen shouted.

"Alright, alright! Geez, you always overreact to the most random things…" Ben removed the lid from his smoothie and began sipping it without the straw.

Gwen grunted in annoyance.

 _And you always underreact to everything._

* * *

"I guess I win," Gwen said proudly as she walked Ben downstairs to her front door.

"Like hell you do," Ben said. "You couldn't beat him either." Ben and Gwen had both tried and failed to beat the next boss. Since Ben had to leave, they had been forced to put the game on hold until the next time he came over.

"The bet was never about whether or not _I_ could beat him," Gwen pointed out.

 _Are you kidding me?_

Ben gave her an amused look, to which Gwen smiled smugly.

At the front door, Ben started putting his shoes on to leave. As Gwen stood there, her smug smile faded, and she started nervously fidgeting. "Hey, um…"

"Hmm?"

"You're coming to my black belt test, right?" she asked, somewhat sheepishly.

"Of course!" Ben replied. "I wouldn't wanna miss you getting your official badass card."

Gwen's face lit up. "Great!" she said.

Ben suddenly had a sinking feeling. "Um, when is it, exactly?"

 _Please don't say next Saturday._

"Next Saturday," Gwen said.

 _Oh please no._

"Uh, by next Saturday, do you mean, like, in a couple days? This weekend?" Ben asked, hoping that was the case.

Gwen shook her head. "Not this weekend. Next weekend," Gwen clarified.

 _Goddammit!_

Ben couldn't believe his bad luck. Julie stuff overlapping with Gwen stuff was always a problem for him.

 _So of-freaking-course when both of them have important stuff they want me to attend, they just HAVE to be at the same time._

Gwen's smile faded when she saw the look on Ben's face. "You _can_ come, right?" she asked, hoping she didn't sound worried.

Ben grimaced. "Julie has this big championship qualifying tennis thing that day too…"

Gwen said nothing. She leaned her head forward, urging him to continue.

 _Shit. What do I do?_

Ben froze. He knew he had to pick one, but that wasn't something he could do so easily, especially on the spot like this.

"Please," Gwen said, her voice uncharacteristically pleading.

Ben scratched the back of his head, his eyes not meeting her eyes anymore. "I…really don't think I can make it. I already told Julie I'd be there to watch her."

"But you already told _me_ you'd be there to watch _me_ , like, _months_ ago!" Gwen argued. Granted, all the previous times they'd discussed Gwen getting her black belt, she'd had no idea when her test would actually be, but Ben had agreed to be there for it regardless.

"Hey, it's not like I—" Ben stopped himself. He'd been ready to defend himself from what he thought would be a string of insults and accusations from Gwen. But the look on Gwen's face wasn't one of anger. She just looked sad, like he'd really let her down.

 _Oh, that's just not fair…_

Making Gwen angry he could handle, he was used to that. Making her sad, though, just made him feel like the bad guy.

"Gwen, I'm sorry, but this is really important to Julie," Ben said.

"And you don't think this is important to me?" Gwen asked. "Besides, it's just a qualifying match for her, right? She'll have _lots_ of other matches that are _way_ more important. But this is my _black belt_ test!"

"I, I, I know that, it's just…I really think she needs me there for support," Ben said. "It's gotta be really stressful for her. If I ditch her on game day..."

"That's exactly why _I_ —" Gwen closed her eyes like she was fighting back tears. "Look," she said, calming down a little. She reached into her shirt and pulled out her charm. "You weren't there when I finished making this," she said, holding it up. "That was a _really_ important day for me. And my black belt test? It's gonna be an important day for me, too. And…"

Gwen stared into Ben's eyes. He could tell she was working up the courage to say something she really needed to say.

"I want you there for these important parts of my life." Gwen was practically trembling as she admitted that. She seemed embarrassed to have said something so serious and personal.

"Gwen…" Ben didn't know what to say. He still wanted to honor his promise to Julie, but he was finding it very hard to say no to Gwen when this so clearly meant a great deal to her. "I…I'll think about it."

It was obvious that Gwen was extremely unsatisfied with that answer, but she couldn't bring herself to talk at the moment.

Ben decided it would be best if he left this uncomfortable situation now. "I'll see you later, Gwen," he said, taking his backpack and heading out the front door.

Gwen just nodded in response.

Shutting the door behind him, Ben started walking home.

 _What the hell am I gonna do?_

* * *

 _Why the hell did I say that?_

Gwen ran upstairs and shut the door to her room. Her parents weren't home yet, but they would be soon and she wanted to be alone.

She regretted what she'd just said to Ben.

' _I want you there for these important parts of my life.'_

She didn't know where that had come from, she'd just said it. But it was too much. That was just too heavy, and she shouldn't have dropped it on Ben so suddenly.

 _I scared him off. He thinks I'm a clingy, over-emotional drama queen. He's never gonna come to my black belt test now._

She sat down in her chair and sunk into the seat. For a few minutes, she just stared at the wall. At first, she kept blaming herself. She figured she could have convinced him to come watch her on her big day if she'd just done _something_ differently a moment ago. But then her thoughts turned to Ben and his girlfriend.

"Why does he _always_ choose her?" Gwen asked, speaking to nobody. "Oh, who cares about my cousin and my best friend, I've got a _girlfriend_ who's _way_ more important," she said, speaking for Ben.

 _Honestly, this girlfriend thing really went to his head._

Gwen's despair had turned to bitterness. The eternal cycle that was her relationship with Ben was repeating once again. Things went bad, then just when they started to get good, they went bad again.

 _Every. Fucking. Time._

She sighed. She should have been used to this by now, but it was just as frustrating to her as it had always been. And what made it worse was Ben didn't even seem to notice the pattern this time. After years of this nonsense, he was just as dense as ever.

Turning in her chair, Gwen's eyes fell upon the framed picture of her and Ben on her desk. She stared at it miserably, clutching the charm hanging from her neck.

 _I just want you to care._

* * *

Ben was more than happy to spend some time with Julie. Over the last week or so, she'd been training extra hard for her big tennis match practically every day, so Ben hadn't seen her too much.

He was also hoping she would help take his mind off of Gwen. He still hadn't exactly given her a straight answer about whether or not he'd be going to her black belt test, even though he had basically made up his mind already. He had chosen Julie, and he was hoping the time he spent with her would make him feel like he'd made the right choice.

"How was practice?" Ben asked, walking beside Julie through the park.

Julie finished taking a few gulps from her water bottle. "Rough," she said. "It's so hot today. But I'm feeling pretty good about everything."

"That's good," Ben said.

"What've you been up to lately?" Julie asked. "Hanging out with your cousin?"

Ben really wished she hadn't asked that. "Yeah, I guess so," Ben said, nervously fiddling with the Omnitrix. When Julie said nothing else, Ben glanced to the side at her. From the concerned look she was giving him, he figured she could tell something was up. He sighed. "She invited me to come watch her take her black belt test," he said, deciding to explain.

"Oh, that's cool!" Julie said.

"But I can't make it, since it's on the same day as your qualifying match," he continued.

"Oh…" Julie said, lowering her head guiltily.

 _Great, now I've made them both feel bad. I can't win._

"I'm sorry," Julie said.

Ben was expecting her to say more. He was prepared for Julie to selflessly suggest that he go to his cousin's thing instead of hers. From the guilty look on her face, it was clear she at least _wanted_ to say something like that. It was her nature. But she didn't say anything. Ben figured that meant she _really_ wanted him to come watch her, and she was afraid it would make her selfish if she said so. Either she was nervous and wanted the support, or she just felt it was important for her boyfriend to be there when she finally made it to the championship.

"It's okay," Ben said. "She's upset, but she'll get over it."

Julie stopped walking and suddenly put on a serious look. She took his hands in hers and looked him in the eyes. "I know it must be tough for you to be in situations like this, having to choose between me and your family," she said. "And I'm sorry I put you in them. But I want you to know…it means a lot to me that you chose me."

Ben blushed. "It's…no big deal, really. Of course I'd choose you," he insisted.

Julie gave him a tender smile, then leaned in to kiss him. Ben was surprised. The kiss went on for much longer than it normally did.

 _Whoa._

Julie stepped back and smiled at him again, taking his hand to resume walking.

 _Did I do this right?_

Ben had mixed feelings about the entire situation. He had chosen Julie, and she seemed very happy about that. He thought that was what he wanted. And he _did_ feel good about that. But he felt something else to. Some other feeling he couldn't shake.

* * *

On Saturday, Gwen was out in her backyard wearing her karate gi, practicing her forms. Her black belt test was in just a few hours, and she wanted to make sure she knew every move by heart.

She was nervous. Having started practicing karate when she was very young, she knew she was going to be the youngest student testing today. It would be just like when she'd gotten her red belt. All her instructors had been impressed with her, seeing how young she was. They seemed to have high expectations of her now, too.

 _But sure, no pressure._

As she moved through her forms, every now and then she'd hesitate. For just a second or two longer than she should be, she would stop in between moves to think about what she was supposed to do next. Every few times she did this, she would start the form over again from the beginning, trying to get it right.

After the fourth time repeating her latest form, she stomped her foot in frustration. Gwen had high expectations of herself too, and she didn't like it when she couldn't meet them.

After practicing for awhile, she decided to head back into the house and up to her room. Immediately, she walked over to her desk and checked her phone.

 _Nothing._

"Ugh!" Gwen groaned in anger, slamming her phone back down onto her desk.

She hadn't seen Ben much in the past week. She'd tried asking him to come watch her black belt test again a few days ago, and then she'd tried yet again just yesterday. Both times, he'd refused.

Gwen knew he was just as stubborn as she was, so she knew she should probably just accept that he wasn't coming. But she couldn't help herself. Last night and all morning, she'd kept checking her phone, hoping against hope that Ben had changed his mind. But he hadn't.

She clenched her fists. Her body shook with pent up anger. She had to restrain herself from kicking something, since she didn't want to injure herself before the test.

 _Screw it._

More practice would be better for her than worrying about Ben, she decided. So, she stormed out of her room and went back outside. Standing in her backyard, she got into her stance, closed her eyes, and took a deep breath.

 _I can do this. I don't need him._

* * *

 **Author's note:**

Thanks again for the feedback! I guess I've got more questions that need answering:

"If the story is already written why do we have to wait a whole week for one chapter?"

The short answer is you can get one decent chapter every week or 20+ terrible chapters right now, choose wisely. The long answer is I originally started this story as writing practice and never intended to share it, so it's in dire need of editing if I want other people to be able to enjoy it at all. You don't see all the errors I've been fixing, and if you think my prose is bad now, imagine how it was before.

"Aww, I just want to give Gwen a hug!"

Same. Like all the time.

"Since this is pre written have you ever made any changes to the script you felt didn't fit right to the story we've seen so far?"

Yes, actually. The direction I ended up going in at the end was a little different than what I'd originally planned, so some of what the characters said and did earlier on had to be altered slightly to fit better. I also added and extended a lot of scenes in Year 1 since it was pretty bare bones to start with.

"Is there any distinct possibility of you engaging in writing a sequel or if you are in the progress of writing one right now to this story set in the Alien Force time period? Either that or I'd also be interested to see a BenxLucy fanfic too since the character stood out to you as much as it did to me."

I'm not working on a sequel right now and I don't currently have plans to. Also, I'm really not that familiar with Alien Force since I didn't watch it very much. I'll probably take a break from writing for a while after I finish this story, but the next thing I write will probably be for a different series altogether. However, anyone is free to write continuations or alternate endings to my story if they want. I'll have to get back to you about the BenxLucy thing. As was teased at the beginning of this chapter, Lucy is coming back for Year 4, so I don't want to spoil anything.

"UPDATE UPDATE UPDATE" literally 50+ times.

Stop.

"I'm glad to see that the fandom is not completely dead, and that most of us readers are all (or somewhat) grown up, since Ben 10 OS was our childhood. Best story!"

Thanks! I was actually expecting this fandom to be mostly dead too, so I've been pleasantly surprised to have this many readers giving me this much feedback.


	24. May, Year 3 (Part 2)

**May, Year 3 (Part 2)**

Nothing felt right to Ben as he walked to the tennis courts where Julie's qualifying match was set to take place. He continued to tell himself that he'd made the right decision. This was what Julie wanted, and this was what he wanted. But he couldn't get his mind off of Gwen.

 _She probably hates me now._

He'd felt terrible turning her down again and again when she kept asking him to change his mind, but he knew there was no way he could please both of them. He was going to let down either Gwen or Julie no matter what he did, so the best he could do was make one of them happy at the moment.

 _It's not like they can't do it without me there anyway._

Julie didn't really _need_ him sitting in the audience while she played in order to win, and Gwen didn't _need_ him there in order to earn her black belt either, as far as Ben could tell. All he was really doing was providing a little moral support. However, even after thinking this through, his decision still felt like it carried a lot of weight for some reason.

 _Why can't I be in two places at once?_

Suddenly, he had an idea.

 _Wait. Can't I?_

Ben stopped walking to flip through his aliens until he came to the one he was looking for. Ditto could allow him to split himself up. One could go watch Gwen, and the other could go watch Julie. This seemed like the perfect solution to his problem, but then he remembered how Ditto worked.

 _No good. I can't change back into me unless all the Dittos are in one place. And I can't talk to Julie after the game as a Ditto._

"Dammit," he swore under his breath.

 _Of course it wouldn't be that easy._

All out of last minute ideas, he continued walking. As he got closer to the courts, he checked the time. He still had a few minutes before Julie would be playing, and by now, Gwen's black belt test was already well underway.

 _Guess it's too late to change my mind now anyway._

The courts Julie would be playing at were in a small open-air stadium. When Ben arrived at the entrance, he stopped just before he got to the doors. Images flashed through his head.

He imagined Julie winning her tennis match, then smiling up at him in the bleachers. He came down to the court to congratulate her, and they kissed. They both seemed so happy.

Then he imagined Gwen. He pictured her in her karate gi, breaking boards and moving through her forms. She and the others lined up at the end of the ceremony as their instructors congratulated them and presented them with their brand new black belts. He saw Gwen looking at her parents in the cheering audience. She smiled at them, but her eyes couldn't hide her disappointment as she looked at the empty chair beside them.

Ben shook his head, snapping out of his daze. He was breathing heavily now, having a mini panic attack as the guilt set in. He suddenly had the strong feeling that he was in the wrong place. He put his hands on his head and tried to calm himself down, but he couldn't.

 _I have to go back._

He'd made the wrong choice. This was too important to Gwen. He needed to be there for her, if for no other reason than because she wanted him there.

Ben checked the time. He was already very late, and he was on the wrong side of town.

 _Luckily, I'm never far from anything._

Ben lifted his arm and turned the dial on the Omnitrix, selecting XLR8. He looked around to make sure nobody else was hanging around outside the stadium, then lifted his other hand to activate the watch.

 _I'm sorry, Julie._

In a flash, he was gone.

* * *

Gwen was upset. She'd kept checking her phone for a message from Ben right up until the last second, but she'd given up hope when it came time for her black belt test to start and she still hadn't heard anything from him.

In order to focus, she tried to shut Ben out of her mind. She thought back to her training and ignored everything else as she went through her forms and demonstrated a number of techniques. For the most part, she was completely on point and did everything almost perfectly.

Every so often, she would glance over at her parents. The first she few times she did so, she gave them a grateful smile. But she wasn't really looking at them. She was looking to see if Ben had magically appeared in the seat beside them. Seeing that empty chair made her bitter. She was glad she had an excuse to look so focused and unhappy. Her parents would just assume it was from the stress of the performance.

That's how things went for about half the duration of the test. Gwen and the other students went through various trials and demonstrated everything they'd learned up until that point. Gwen was by far the youngest student there, but she made sure to do her best at everything so she could earn her black belt like the rest of them. Even though others seemed impressed with her, she still wasn't happy.

But something was different when she glanced over at the empty seat for what must have been the twentieth time. This time, Ben _had_ magically appeared. Gwen was so stunned, she wasn't sure if she was just seeing things. She locked eyes with him, and he noticed the eye contact. He gave her a very nervous smile and two thumbs up, encouraging her to do her best. Next to him, Gwen's mother smiled at her and placed a hand on Ben's shoulder, which caused Ben to freeze up in terror. But Gwen wasn't focused on her parents.

 _He's here._

She gave a real smile for the first time that day, blinking back a tear. Luckily, she and the other students had been lined up to listen to an instructor speak, so she hadn't screwed up anything by staring at Ben for so long.

For the remainder of the test, Gwen enjoyed herself. She wasn't nervous at all anymore, she remembered how to do everything flawlessly, and she got to shoot Ben a smug grin every time she broke a board or pulled off a difficult move.

Before she knew it, the test was over. She and the others lined up to listen to their masters give them a final speech before ceremoniously handing out their new belts. At the end of the ceremony, the observers clapped and cheered as she and the other new black belts bowed.

The instant they were dismissed, Gwen practically sprinted over to Ben. She wanted so badly to hug him right then, but she stopped in her tracks at the last second. He was standing with her parents, and it would've been way too embarrassing to do something like that in front of them.

"Congratulations, Gwen!" her father said, giving her a hug. Gwen made eye contact with Ben while looking over her father's shoulder. They shared a look that they were familiar with, and the meaning was clear.

 _We'll talk later._

"I'm very proud of you, dear," Gwen's mother told her.

"Yes, you really were quite extraordinary out there," her father said.

"Thanks, Dad. Thanks, Mom," Gwen said to her parents. Afterwards, her eyes turned back to Ben.

"Nice work, Dweeb," he said.

"Hmph. Nice of you to show up, Doofus."

 _But...Thank you._

Gwen's father put his hand on Ben's shoulder. "We're glad you could make it, Ben," he said before turning to Gwen. "Honey, why don't you go get changed, then we'll go out to dinner to celebrate?" he suggested.

Gwen smiled and nodded. She gave Ben one last incredulous look before she headed off to the locker room to change.

 _I can't believe he came._

* * *

Dinner was awkward for Ben. As everybody else talked, Gwen was showered with praise for her accomplishment. She tried to remain modest about it, but she couldn't hide her pride, grinning from ear to ear as she explained how close she'd come to screwing up several times throughout the test, occasionally sharing funny stories about the other students she'd tested with.

However, Ben didn't talk much at all. He was afraid of calling attention to himself, especially from Gwen. Whenever he and her made eye contact, she gave him that same ' _We'll talk later_ ' look, and Ben was having a hard time figuring out if that was good or not.

 _Was she happy to see me? Is she still angry?_

Ben honestly couldn't tell. At the black belt test, when she'd first spotted him, she'd looked pretty happy to see him. But maybe she was remembering how pissed off she was at him now that the surprise had worn off. Maybe she was planning to chew him out the second they got a moment alone away from her parents.

And things got worse for Ben when he got a text message. Taking out his phone, he saw it was from Julie.

 _Uh-oh._

"Where are you?" the message read.

He stared at his phone. When he'd made the decision to abandon Julie's match to come watch Gwen's test, there were a lot of things he hadn't thought through, including how he would deal with _this_ inevitable awkward situation.

Already feeling horrible, Ben typed his response. "Sorry, something came up. Can we talk tomorrow?"

"Okay. Is everything alright?" Julie texted back.

 _Goddammit._

That made him feel even worse. She was probably assuming some sort of emergency had kept him from her game, and now she would be worried about him. "I'm okay," Ben responded, although he didn't feel okay.

"Alright. See you tomorrow," Julie messaged back.

 _I am_ so _not looking forward to that._

He had no idea how he was going to deal with Julie, but right now, he needed to focus on how he was going to deal with Gwen. He'd shown up in the end, but he was very late, and she'd been upset about his initial refusal to come for over a week. He doubted she'd be willing to just let that go.

As the Tennysons finished their dinner and left the restaurant, they decided to head back to Gwen's place. Ben and Gwen gave each other another significant look. After just a short car ride, they'd get a chance to talk in private.

 _Here we go._

* * *

When they arrived at Gwen's house, Ben followed Gwen and her parents inside. Almost immediately, Gwen headed upstairs to her room, carrying her bag of karate gear. Ben wasn't sure whether or not she was just going to put her stuff away for now, but he decided to follow her. He was only a little worried about her parents. He and Gwen often went off by themselves, but maybe her parents thought it was weird of them to be in her room alone together.

 _Nah. Why would they care?_

Entering Gwen's room, Ben found her already unpacking her things from the black belt test and putting them carefully away. When she saw him come in, she stopped what she was doing and turned to face him. Her eyes flickered to the door for a moment, and Ben got the impression that she wanted him to close it.

"Now, I know I was late," Ben said, complying with her silent request. "And I know I kept saying 'no' when you were asking me to come, and you're probably still—"

He was cut off by Gwen throwing her arms around him. She pressed her face into his shoulder and pulled him tight. Ben was surprised, so it took him a second to return the hug, but he did. They stayed like that for longer than Ben was used to. Even though they'd been doing it a bit more recently, hugging was still a pretty rare occurrence between them, and it was usually very brief since they both ended up embarrassed rather quickly. But not this time. Gwen didn't pull back, and Ben was willing to let her stay there.

Gwen eventually lifted her head up, looking at Ben with tears in her eyes. "You were there. You were there when I really wanted you to be," she said, smiling gratefully.

 _Whoa._

Ben could tell this meant a lot to Gwen. He didn't know how to react to something with that much gravity, so he decided to try humor. "Heh, well, of course. A hero's always there when you need him!" he declared triumphantly.

Gwen laughed, taking a step back and half-heartedly shoving him. "Well done, Mr. Hero," she said, quickly wiping a tear from her eye. "But like all heroes, you could stand to get there a little earlier next time."

"Where's the drama in that?" Ben asked with a cocky smile.

Gwen smiled and shook her head. "So what happened, anyway?" she asked. "Julie's match finish up quicker than you expected?"

Ben really wished she hadn't asked that. "Uhhhhh…no."

Gwen looked confused for a moment, then she put it together. "Wha—You mean you just—?"

"Yep," Ben confirmed her suspicions. "I kinda changed my mind at the last second. I was already at the stadium, too, and I had to go XLR8 to get to the other side of town."

"Wow…" Gwen seemed to be at a loss for words. Ben was having trouble figuring out if she was trying to find the right way to express her gratitude or the right way to tell him he was an idiot. "So…what are you gonna tell her?" she asked after a moment.

 _I guess she feels bad for Julie now._

Ben grimaced. "I haven't gotten that far yet," he admitted. "I'm kinda making this up as I go."

"Well," Gwen said. "Thank you for coming to support me today, and I'm sorry I forced you to choose me over her."

Ben shrugged. "I've fought aliens across space and time for you. I can deal with an angry girlfriend."

Gwen smiled. He noticed her hand move to grip the charm on her necklace, which she was wearing above her shirt for some reason. Gwen seemed to notice him looking at it. She had a shy look on her face as she loosened her grip and let go of it.

"I just hope she's not too upset," Ben said, getting back to the subject.

Gwen nervously toyed with her hair. Ben hoped she didn't think he was trying to guilt her, but she seemed to regain her resolve as she took a deep breath. "I know this wasn't an easy decision for you, and I know it will probably have consequences. But, for what it's worth...I'm really grateful that you chose to do what you did."

Ben nodded. "You're welcome."

 _I just hope I made the right choice._

* * *

Hanging out with Gwen the night before had allowed him to briefly take his mind off of his plans to talk with Julie, but now the next day had come, and it was time to face her. As usual, he didn't have much of a plan. He was just going to apologize and hope she took it well.

When Ben arrived at Julie's house, he rang the doorbell and waited until she opened the door. "Hey," she greeted him.

"Hey," Ben said, already grimacing.

"Come on in," she invited, opening the door wider and stepping aside.

Ben hesitantly stepped past her. He began to get nervous as Julie led him to her dining room table. "So…how'd the match go?" Ben asked her as he took a seat.

Julie smiled proudly. "I won. And I qualified."

"Hey, that's great!" Ben congratulated her.

A short, awkward silence followed before Julie asked what was on her mind. "So, what happened yesterday? You said something came up?"

Ben's heart sank. He tried to assemble the words he was going to use. "Well, I, uh…Remember how I said my cousin was taking her black belt test?"

The disappointed look on Julie's face told him she'd already figured out the rest, but she nodded her head anyway. "Yeah," she said, allowing him to finish.

"Well…She kept asking me to come watch her. Like, every day. And it _really_ seemed like it meant a lot to her. So, I…I couldn't just abandon her..." Ben tried to explain.

Julie studied him for a moment. "You couldn't abandon _her_?" she asked, as if for clarity.

Ben realized what she meant. "I—It's not like I wanted to abandon _you_ , though! I really wanted to come watch you play, too! I just…I couldn't be in two places at once."

 _Not without revealing my aliens to you._

"But you told me you'd already decided to come watch me," Julie pointed out. "You never told me you'd changed your mind." Julie didn't seem angry, or at least she was doing a very good job of hiding it. Mostly, she just seemed hurt, but was trying to remain calm.

"I know, and I'm _really_ sorry I didn't tell you, but it was a _super_ last-minute decision," Ben said.

"That's not—" Julie started talking a bit too loudly, but cut herself off. She took a moment to compose herself. "It's not right to go back on your word like that, especially without saying anything, last-minute or otherwise."

"…I know. I'm sorry," Ben apologized again.

Another awkward silence followed. Julie pressed her fingers to her temple like she was thinking long and hard about the situation.

"Are you mad?" Ben asked, worried by the long pause.

"No, I'm not mad exactly," Julie said. Ben wasn't very relieved by the way she'd said that. "It's just…I need to think about this."

"Okay," Ben said, nodding his head, looking guilty.

"Can you...leave, for now? I'm sorry to kick you out like this, but, can we just continue this tomorrow? Like, after school?" Julie requested.

"Um, sure," Ben agreed.

 _This is bad._

She'd never kicked him out of her house like this before. He tried to think of something else to say that could change her mind as she led him back to the front door, but he couldn't. Julie held the door open for him, and he walked outside. "So…see you tomorrow, then?" Ben awkwardly waved goodbye.

"Yeah," Julie said. "See you tomorrow." She shut the door.

Ben stood there for a moment.

 _That didn't go well._

He'd been expecting her to be angry, but this was somehow even worse. He had hurt her, so much so that she didn't even want to see him right now. He was looking forward to tomorrow even less than he'd looked forward to today.

* * *

Monday was agonizing for Ben. He didn't try talking to Julie at all. She'd told him they'd talk again after school, and he wasn't gonna risk making his situation worse by trying to talk to her before then. He decided he needed to give her some space.

She didn't try to talk to him either. In fact, she seemed to be trying not to even glance in his direction. In every class they shared that day, Julie faced the front of the room whenever possible, and if she had to turn in Ben's direction, she'd look at the floor while she did.

Julie's friends seemed confused too, especially when Ben didn't sit with them at lunch. Ben tried to subtly look over at them a few times, but he was too far away to hear anything, and he was worried they were talking about him.

Many times throughout the day, Ben found himself fiddling with the Omnitrix or grabbing the necklace Gwen had given him. Even though doing things like that were comforting, he stopped himself whenever he noticed he was doing it. He didn't want Julie or her friends to be able to tell how freaked out he was.

As the end of the day approached, Ben was exhausted. He had been worrying about Julie all day, and he hadn't slept well the night before. By the time his final class of the day let out, Ben still hadn't heard from Julie. He was prepared to head home, half-expecting Julie to have changed her mind about talking again that day. But after taking a few steps outside of school, he got a text from her.

"Meet me at the tennis courts. I need to talk to you."

Ben was half relieved and half terrified. That didn't sound good, but at least he wasn't getting the silent treatment forever. "On my way," he texted back.

When he arrived at the tennis courts, the same place he had first asked Julie out, he found her sitting on a bench outside the fence surrounding the courts. She stood up and waited for him as he approached.

"Hi," she greeted him. She had a slightly pained expression on her face. Whatever she was about to tell him, neither of them were gonna like it.

"Hi," Ben said, bracing himself.

Julie cleared her throat. "Let me ask you something," she began.

Ben waited for the question until he realized Julie wanted his confirmation. "Uh, sure. Go ahead."

"Why did you choose to go to your cousin's black belt test instead of coming to my tennis match?" she asked.

"What?" Ben asked reflexively. He wasn't expecting a question like that.

"I should have asked you yesterday, but why did you do it?" she asked again.

"Well…she kept asking me to. It seemed like it meant a lot to her, and—"

"You already told me that part," Julie said. "What I mean is, this also meant a lot to me. So why did you choose what was important to her over what was important to me?"

"I, I don't know, I…" Ben was flustered. His last-minute decision to go to Gwen's event instead of Julie's hadn't exactly been well thought out, so he didn't have the answers Julie was looking for right away. "She's my cousin." That was the answer he gave.

Julie looked at him for a moment, then she nodded. "Ben," she said, suddenly looking very apologetic. "I think we should break up."

"W-What?!" Ben was actually surprised. He'd expected her to be mad, but not _that_ mad. In fact, she didn't even seem mad exactly, so her breaking up with him seemed a tad extreme. "Hold on a second. I mean, I'm really sorry, but this was just one mistake! I'll make it up to you, I swear!"

Julie held up her hand, and Ben stopped talking. "Listen to me," she said, still seeming surprisingly apologetic. "This isn't the first time something like this has happened. You've chosen her over me several times since we started dating."

"And I've chosen _you_ over _her_ plenty of times, too!" Ben argued.

"I know," Julie acknowledged. "But...when it came down to something truly important, you chose her. And I think you'll always choose her when it matters."

"That's not true!" Ben denied.

"Ben, that's not a bad thing!" Julie spoke as if he wasn't seeing the obvious upside of the situation. "I've told you many times that I admire how much you care about your family. It's just…" Julie looked away guiltily and paused for a moment. She took a deep breath. "I know this is gonna sound incredibly selfish, but…I don't think I can be with you if I'm always going to be second to your cousin."

"But you're _not_!" Ben insisted. "I promise. You'll never have to be second to her again. I'll make sure you always come first, I'll—"

"Ben, I don't _want_ that!" Julie interrupted him. "That wouldn't be any better. I'd _hate_ to make you change that much just for me, especially if it ended up coming between you two."

"What?" Ben tried to think of something else to say, but he couldn't. This all seemed so unfair to him. He'd done his best to keep his friendship with Gwen throughout his relationship with Julie, but it had all been for nothing.

"I'm sorry," Julie apologized, as if she were the one responsible for everything. "We can still be friends, though. I still _like_ you. There's no reason we need to stop hanging out all together," Julie said, trying to cheer him up. Ben just nodded pitifully.

Julie stepped towards him. Ben lifted his head up and locked eyes with her as she got close. Once she was directly in front of him, she leaned in and delicately planted a kiss on his cheek. "I'm sorry," she apologized again. "Goodbye, Ben."

Ben didn't move from his spot as Julie walked away. He felt horrible. It was a million times worse than when he'd parted ways with Kai.

 _What did I do wrong?_

* * *

On his walk home, Ben was in a daze. In his mind, he kept replaying the events that had just transpired. He'd never been broken up with before, since he'd never had an actual relationship with Kai. He didn't know what to do, and he just wanted to go home and be alone for a while.

But as he was passing through the park, he heard a voice call out to him. "Ben. Ben! Hey Doofus, over here!"

Once he finally realized someone was trying to get his attention, he recognized the voice immediately.

 _Gwen._

He wasn't sure how he felt about running into her at the moment. Part of him was relieved, but part of him was reminded of the role she'd played in the events that led to his breakup, even if it wasn't really her fault. Nevertheless, he stopped walking and turned to face his cousin.

Gwen walked right up to him. "Hey," she greeted him. It was probably harder to tell from farther away, but now that they were up close, Ben looked very clearly distraught. "Whoa, what's wrong?" she asked, taken aback, but concerned.

Ben stared at her silently for a moment. "Julie…broke up with me," he said. He hadn't realized he'd been holding back tears until he started speaking, but he continued to choke them back.

Gwen opened her eyes wide in shock. "Oh…" She seemed to realize that the events of last weekend were the cause. "Ben, I…I'm so sorry, I didn't think…"

Ben didn't say anything at first. He could have said it was all her fault. She'd continuously guilted him into changing his mind on Saturday. He could have called her a selfish jerk who ruined his relationship. But he didn't say any of that. Part of him wanted to, but he didn't feel like yelling at her. He didn't even really believe any of it was her fault.

 _I just wanna be left alone._

"Whatever," Ben said, turning away from her and continuing to walk home.

"Ben, wait! Do you wanna—?"

" _No!_ " Ben shouted, shooting her a dirty look that quickly turned into a pitiful one. "I just…I don't feel like talking right now."

Gwen stood in silence as she watched him leave.

* * *

When Ben got home, he went up to his room and sulked on his bed. He didn't do anything for the rest of the day. Even when his mother came to his room to tell him dinner was ready, he just said he wasn't hungry. His mother could tell he was upset and she tried to talk to him about it, but it was no use. He didn't sleep well that night either.

The next day of school was a lot like the previous day, except it was a whole lot worse. Ben and Julie avoided each other completely. Back when he'd been unsure about whether or not Julie was upset with him, he could at least pretend everything was fine and it would go back to normal sooner or later. But now he was just depressed. He knew he'd screwed up his chances with Julie, and there was nothing he could do about it. At the end of the day, Gwen texted him, asking if he wanted to hang out. He just told her he wasn't in the mood and went home.

Wednesday started the same way as well. Once school let out, Ben went straight home and collapsed onto his bed again. It looked like he was in for another night of doing nothing and feeling bad for himself. Then he heard the doorbell ring.

He didn't think anything of it at first, but whoever was at the door just kept ringing it and wouldn't go away. Ben covered his ears with his pillow and groaned.

The doorbell stopped ringing, and Ben felt a little relief. Then his phone started vibrating.

 _Oh, come on._

Whoever was at the front door _really_ wanted to get into his house. But Ben didn't want to interact with anyone. He reached into his pocket and silenced his phone. It only took a few seconds to start buzzing again.

"Goddammit," Ben swore as he rolled over and sat up on the bed. He took his phone out and saw the caller ID. It was Gwen. He groaned as he put his phone on silent before lying back down. For a minute or two, everything was quiet again. Then he heard glass break.

Ben bolted upright as a tiny rock came hurtling through his bedroom window, leaving a small hole in it. "What the _hell_?" Ben shouted, standing up and running over to the window. He opened it so he could look outside. Gwen was standing on his lawn, foot tapping impatiently. It looked like she was holding something, but Ben couldn't tell what it was. "Gwen, what the hell are you doing?" he shouted down to her.

Gwen shrugged. "I owed you for those times you broke _my_ bedroom window anyway. Now are you gonna come down and let me in or what?" Gwen called up to him.

Ben hung his head and sighed. "Gwen, I really don't wanna—"

"No, no, no, no, no" Gwen cut him off, waving her hand dismissively. "I don't wanna hear your moping. Just come downstairs and open the damn door."

Ben glared at her, and she met his gaze. He wasn't sure what she was up to, but he felt like she was challenging him. Without another word, he turned around, left his room, and marched downstairs to open his front door.

Gwen was standing there, and she was holding a container of brownies. Ben was confused, and said nothing as she stepped past him into the house, letting the door shut behind her. Standing in Ben's foyer, Gwen held the container of brownies out towards Ben. He looked down at them, then up at her face, and gave her a questioning look.

"They're brownies," Gwen said.

"I can see that," Ben remarked.

"And I'm _giving_ them to you," Gwen said, thrusting the container into his chest. She let go, and he caught it in his arms.

"...Why?" Ben asked.

"What do you mean, ' _Why_?' I'm cheering you up, Doofus!" Gwen shouted, looking at him like he'd asked a stupid question.

"Well you're doing a hell of a job of it!" Ben shouted back.

The two of them glared at each other for a moment, but before long, Ben started to laugh. Lightly at first, but it slowly dawned on him how ridiculous the situation was, with Gwen so aggressively trying to cheer him up. Gwen joined in as she realized it too, and the two of them just laughed for a minute.

"Try one," Gwen suggested after they'd calmed down.

Ben opened the container and took a bite of one of the brownies. "These are good," Ben said. "Where'd you get these?"

"I made them," Gwen said. "And don't worry, I haven't been taking cooking lessons from Grandpa." Ben smiled as he finished his brownie and picked up a second one. "Give me one of those," Gwen said, reaching for the container.

Ben pulled it away from her. "I don't think so! I'm the one who needs cheering up here, remember?" he said, giving her a teasing smile.

"Yeah, well, _I'm_ gonna need some cheering up for having to put up with _you_ ," Gwen said, quickly snatching the container away from Ben. She picked one up and took a bite out of it. "I need some milk." Gwen walked out of Ben's foyer and headed to his kitchen. Ben shrugged, following her.

Putting the brownies down on the table, she went over to a cupboard and pulled out two glasses, setting them down next to the brownies. Then she grabbed a carton of milk from the fridge and poured it into both glasses. Ben watched her, realizing how strange this was. The Gwen from a few years ago would never have been this comfortable in his house, but here she was walking around like it was her own.

The two of them sat at the kitchen table to eat some more. For the next twenty minutes or so, they enjoyed their old pastime of joking about all the horrible food they'd eaten while spending the summer with their grandfather. Once they'd had their fill, Ben put the lid back on the container.

"Thanks, Dweeb," Ben said. It was embarrassing to thank her so genuinely, so he hoped they wouldn't have to make a big deal out of it.

Gwen smiled. "No big," she said. They sat in silence for a moment. "Do you…wanna talk about it?" Gwen asked, cautiously. Despite her earlier abrasiveness, she was being quite gentle now.

Ben knew what she meant, even though she hadn't specified. He stared into space for a moment before responding. "I got crushed," he said, paraphrasing something she'd said to him after they met Kai. "Julie's great. She's smart, and funny, and she liked me for _me_ , without knowing about this." He held up his arm and tapped the Omnitrix. "But I screwed up."

"Did it…have anything to do with Saturday?" she asked.

Ben turned to look at her again. He shook his head. "No. Well, yes. I mean, kinda." Ben couldn't decide on how much detail he wanted to give Gwen about Julie's reasoning. "It's sort of like…that wasn't exactly the first time I'd done something like that, I guess?"

"Oh," Gwen said. She seemed a bit relieved to hear she wasn't completely responsible for their breakup, but she still looked at him with pity. "Don't worry. There's lots of other girls out there," she reminded him.

Ben stared out the window. "You think I'll find another one like Julie? One that likes me for me?" he asked.

"Eh, probably not. You _are_ kind of a Doofus. And when's the last time you took a shower? Frankly, I'm surprised Julie put up with you for this long," Gwen said, teasingly.

Ben looked at her and laughed. "You know, you're really bad at this 'cheering up' thing, Dweeb."

"You're really not worth the effort," Gwen replied, turning her nose up at him and smiling smugly.

Ben chuckled again. "Well, on the bright side, at least I won't be missing her on our trip this summer," he said.

"Oh yeah," Gwen said. Their next summer trip with their grandfather was less than a month away at this point. "We're gonna make this the best summer yet," she promised him. "We'll tell Grandpa to take us straight to the bad guys, 'cause we are _way_ overdue for some crime fighting."

"Yeah," Ben agreed, smiling. He held up his arm and flipped through the aliens in the Omnitrix. "That's just what I need."

* * *

 **Author's note:**

Well, there you have it. Ben and Julie broke up. I'm sorry to the Julie fan who was disappointed by this. And to everyone else, I hope I was able to make this somewhat satisfying.

Now for your reviews:

"Your a little lucky you basically have the story written out already. You just have to look over a chapter and fix any mistakes or anything you didn't like. I have a story, but author's block…"

That's exactly why I decided to finish the entire story before I started posting anything. If I hadn't, you guys would be getting one chapter a month if you're lucky, and I don't like leaving you hanging. Plus I have the benefit of hindsight, so I can change anything that no longer fits with the ending along the way.

"you snuck in a Migos line?"

I don't know what that means.

"is ben x gwen x lucy the end pairing ?"

Why would I just tell you the ending?

"Seeing as you have answered the 'sequel' question, I gotta ask: Do you plan on writing anything else at all?"

Well, I don't want to get anybody's hopes up, because anything else I write would not be posted until a long time from now. We just passed the halfway point of this story, so I'd say there's maybe four more months until it's done. After that, I'll probably do what I did with this story and write the entire first draft before I start posting any of my next one, and that could take a year or two depending on how long it ends up being. I do have a few story ideas I've been tossing around though. One is a DC universe story with characters from Young Justice and Teen Titans training at the HIVE Academy, and it would basically be like a villainous version of My Hero Academia. Another idea I have is for a Legend of Zelda story that would be inspired by other fantasy series like Game of Thrones and Lord of the Rings. So whatever I do next, it will be completely different and you likely won't get to see much of it for a long time.

"I'd like to have seen what precipitated Joel and Camille's decision because it probably could have been fuel for an interesting subplot but I suspect we won't get to. Otherwise it sort of comes across as a device of narrative convenience, which is not all that optimal."

Oh, you mean like how you didn't get to see why Joel and Camille had to leave Lucy with Gwen the last time she showed up? Be patient. You're not gonna get all the information right away.

"I was getting more than hints of Little Moments early in the chapter. I don't really blame you; that was one of my favorite scenes too. Thoroughly underrated chapter with Michelle and all that."

Yes! That was one of my favorite scenes in Little Moments. Definitely a direct inspiration for that part of my chapter.

"UPDATE UPDATE UPDATE PS: Just tryna annoy you like Lucy would if it takes one week to write a solid chapter than I can respect & wait for that"

Thank you, stranger! I'm certainly glad you're liking my story enough to be this eager for updates.

"Hold the phone did you just confirm a possibility of a BenxLucy relationship in Year 4? She seemed to be rooting for Ben & Gwen to get together but then again she does admire Ben for who he is & they do have some romantic moments, it's just confusing to determine what she's serious about & what she's not due to her goofy personality."

You're not any more certain than Ben and Gwen are about what Lucy is serious about.

"Tara Strong jokes."

Yes! I love Tara Strong. I've made jokes about a few other voice actors so far, like George Newbern, Rob Paulsen, and Juliet Landau. I'm glad people are picking up on them.

"Just a little side note for us readers, don't let it slip your mind that the title is 'I Wanted What I Saw That Day.' Hmm...could that Day be next Saturday…?"

I think you're actually the first person to comment about the title. I've been wondering what people were speculating about it.


	25. June, Year 3 (Part 1)

**June, Year 3 (Part 1)**

"What? Oh, yeah. We finished season two, like, a month ago," Gwen said.

"Ahh, wasn't it _amazing_?" Lucy asked.

Gwen smiled as she watched Lucy's reaction on her laptop screen. "Yeah, we both thought the whole show was great. Definitely could've used a third season."

"I _know_! Can you believe it ended like _that_? There's so much more they could've done with the new team, the old team that came back, and the new villain who showed up for like five seconds at the very end. _Totally_ sucks that they got canceled."

Gwen and Lucy were getting caught up with another video chat. Since Lucy was going to be coming back to Bellwood in a few months and the two of them would be going to school together this time, they felt it was a good idea to get reacquainted. It had been quite some time since Lucy's homestay with Gwen, after all. One idea they'd had was to suggest some of their favorite shows to each other, and they had plans to binge watch a few that neither of them had seen once Lucy arrived.

In addition to TV shows and the like, Gwen and Lucy were keeping each other up to date on all their other hobbies as well.

"Did I tell you I got my black belt recently?" Gwen said, more than a hint of pride in her voice.

"Wow, cool! Congrats, Gwen!" Lucy said excitedly. "Did you have to climb up 80,000 steps to a temple in the Himalayas and challenge an old wise master for it?"

Gwen laughed. "Nothing _that_ difficult. I just had to demonstrate everything I'd learned and do some endurance tests. What about you? What else have you been up to lately?"

"Hmm. Well I got to put some of my pottery on display at this local youth art exhibit thing my town has, which was pretty cool," Lucy said.

"What? Pottery?"

"Yuh-huh!"

"I didn't know you did pottery."

"Yeah! It's fun. You can make all kinds of stuff out of clay. Did I not tell you I started doing that?" Lucy asked.

Gwen shook her head.

"Ah. Well, it was one of our art class options at my school. I took it because I thought it would be funny, like, the clay girl making clay things." Lucy giggled. "But it was actually really neat!"

"Huh. Well, that's impressive! I'm really happy for you!"

Lucy smiled appreciatively. "Thanks!" She tilted her head to the side, noticing something behind Gwen. "Have you played all those?" she asked, pointing.

"What?" Since Lucy was pointing at her computer screen and not at her camera, it wasn't clear to Gwen what she was referring to. "Oh," Gwen said, turning around. There was a small stack of video games near the TV behind her. "Not yet." She kept speaking as she got up and crossed her room to retrieve the games. "Ben leant me some of these. I haven't tried them all yet."

"Oh. I know a few of those," Lucy remarked as Gwen held them up for the camera. "You're gonna love 'em!"

"Really? Have you ever played…" Gwen sorted through the stack of games until she came to the one she'd been playing with Ben recently. "This one?" she said, holding it up. "I got it not too long ago."

Lucy leaned closer to her screen to take a look at it. "Nah," she said with a shake of her head. "I don't play a lot of shooters. I like RPGs and fighting games mostly."

"It's not really a shooter," Gwen explained. "It's sort of a survival horror thing, and it's actually got some really clever puzzles and stuff."

"Well, I'll have to try it out after the move, then," she said. "Is it co-op?"

"No, it's single player. Ben and I have been switching off, though." Gwen chuckled. "He and I _really_ don't do the co-op thing very well."

Lucy giggled. "Nonsense! Once you kill each other a few times to get it out of your systems, I'm sure you guys would cooperate just fine."

Gwen laughed, putting the game case down and looking through the others.

"How is Ben, by the way?" Lucy asked.

Gwen had told Lucy about Ben and Julie's breakup already, but they hadn't discussed it at length. "He's doing alright, I think," Gwen said. "I think the worst part for him is going to school, when he has to be around Julie. He's gotten a few bad grades recently, and sometimes he seems a little down when we meet up right after school. But he's usually a lot better by the end of the day."

Lucy nodded thoughtfully. "He's lucky he has you."

Gwen blinked. "I, I guess…" Since Ben's breakup, Gwen had been trying to cheer him up and help him get over Julie whenever she could, but she wasn't very comfortable with taking credit for it.

"What about you?" Lucy asked.

"What?" Gwen wasn't sure what Lucy was asking.

"How do feel? About Ben's breakup, I mean," Lucy clarified.

"I…I feel sorry for Ben."

"You're not glad?"

"...What?" Gwen asked, shocked.

 _You think I enjoy seeing him suffer like this?_

"Why would I be glad?" Gwen asked, hoping she was misinterpreting the question.

"Haven't you missed him?" Lucy's tone of voice was more concerned than accusatory, but Gwen still wasn't sure what she was getting at.

"Well...It's not like he's been gone or anything..." Gwen said, not entirely sure how to answer.

"I know, but you've had to share him with his girlfriend," Lucy pointed out.

" _Share_ him? What do you mean by that?" Gwen asked nervously. Something about Lucy's wording made that statement feel uncomfortable.

"Well, you used to hang out with him every day. Then he started dating Julie, and you didn't get to see him as much. Aren't you glad you get to see him every day again?" Lucy further explained.

Gwen didn't respond. She looked away from her laptop and hung her head guiltily, not wanting to think about that.

 _If I were happy about my cousin getting dumped, that would make me a pretty terrible person..._

"Gwen, it's okay," Lucy said reassuringly. "There's nothing wrong with missing someone you love."

Gwen lifted her head up. Her face felt hot. "Pfft, miss him? Heck, _any_ amount of time with that Doofus is too much. I've got half a mind to find him a new girlfriend just to get him out of my hair!"

Lucy giggled. "Well, in that case, why don'tcha put in a good word for me? After all, I'm single too, and as long as Ben's back on the market…" Lucy smiled suggestively, raising her eyebrows.

" _Lucy_! Still gross!" Gwen flinched away from her laptop.

Lucy giggled again. "I'm only joking! Except, you know, not really."

Gwen rolled her eyes.

The two of them sat in silence for a moment before Lucy gave Gwen a nervous smile. "Well, however you feel about Ben, I think seeing each other more often is good for you guys."

Gwen took a deep breath. "I…I _am_ happy…to be around him this much again," she admitted. "He's my only real friend around here. And I don't have to hide anything from him."

Lucy smiled warmly.

"But _don't_ tell him I said that!" Gwen demanded, looking embarrassed as she glared at her.

Lucy put her hands up. "I won't, I won't." A devious smile spread across her face. "But that means I don't have to tell you what Ben says about you!"

"What?! What does he say about me?" Gwen asked frantically.

Lucy simply giggled.

* * *

"Phew."

Ben walked in the front door and went to lie down on the couch. He'd spent the whole afternoon with Gwen, but his mother had told him to be home for dinner. He could tell he was on time since he could hear his mother in the kitchen, moving pots and pans around as she made something.

Deciding to kill time until dinner, Ben reached into his pocket and pulled out his phone, but as he took it out, he pressed an icon on his homescreen by mistake, opening up his picture gallery.

"Oops," Ben said. He moved to close the app, but it finished loading before he managed to do so. A picture of him and Julie popped up on his phone screen. "...Oh," he said out loud.

 _Of course that would happen._

Sighing to himself, he closed the app. The entire afternoon, he had managed to avoid thinking about her. Lately, he'd been trying to do that whenever possible, but he could never stop himself for too long. He only ever managed it for long stretches of time when he was with Gwen. If he was in school or sitting around bored with nothing to do, Julie would pop into his head pretty much every few minutes. But when he was with Gwen, something about her just kept his mind from straying, allowing him to focus on the fun he was having. That was partly why he'd been spending as much time with her as he could lately.

 _...This feels really familiar._

He thought back to earlier in the year. Before he'd asked out Julie, he'd tried doing the same thing to get over his crush on her. Spending time with Gwen was what had kept him sane, and now that Julie had broken up with him, he'd fallen back to Gwen for support once again.

Ben looked down and realized he was clutching the locket Gwen had given him. Lifting it out of his shirt, he opened it up and looked at the picture of them inside, causing him to smile gratefully as he remembered the day she'd given it to him.

 _I wonder what this protects me from anyway._

He remembered Gwen had said something about a protection charm when she'd given him the locket, but he'd never seen it glow, or project a bubble shield around him, or do anything particularly magical.

 _Maybe it protects me from like…cavities. Or stubbing my toe._

Whatever it did, Ben definitely felt safer when he held it. At the very least, it was a reminder that Gwen was always there for him, which he really needed right now.

"Ben! Carl! Dinner's ready!" Ben's mother called from the kitchen.

Quickly stuffing the locket back under his shirt, Ben stood up. Although he pretty much wore it at all times, he'd still somehow managed to keep his parents from finding out about the locket so far. He wasn't worried about them figuring out it was magic or anything, since it didn't look magic as far as he could tell. As usual, it was more about the embarrassment he would suffer if they found out how much he cared about a birthday present from his cousin.

"So, where've you been all day, Ben?" his father asked him as he joined his parents at the dinner table. Unlike Gwen's parents, Ben's parents normally gave him a lot of freedom when it came to going out of the house. He never had to ask their permission or tell them ahead of time. He didn't have a curfew either, although sometimes they told him to be home in time for dinner. So when they asked him where he'd been, he knew it was only out of curiosity and to make conversation.

"Just studying with Gwen, mostly." Even though his parents let him do what he wanted, he still had to lie about some things. They really had studied for a little bit, but he couldn't tell them they'd also spent some time sparring in the woods using his Omnitrix and Gwen's magic.

"That's nice," Carl said.

Sandra gave her husband a look like she was expecting him to say something else. When he didn't, she asked Ben a question. "Have you spoken with Julie much lately?"

Ben stopped eating. He'd already told his parents about how Julie had broken up with him, but they hadn't pressed him for details yet. "A little," Ben said. He decided not to specify how little. In the month since their breakup, he'd spoken to her maybe two or three times. Her friends still talked to him now and then when Julie wasn't around, but he never sat with them at lunch anymore. In some ways, things were back to the way they were before all this started, with him having no friends at school.

Ben's parents glanced at each other, and his father shrugged. "Don't you think you should talk to her more?" his mother asked. "After all, it would be nice if you two could still be friends."

"Hmm." Ben knew his parents must have liked Julie. While they were dating, he had usually tried to avoid having Julie and his parents in the house at the same time, since his parents were guaranteed to embarrass him. But they had met her a few times, and they knew she'd been helping him with his schoolwork. Perhaps they felt she was a good influence on him or something.

"I will," Ben said, not looking up from his plate. He hoped his two-word answers and lack of eye contact would let his mother know he didn't want to talk about it.

As he ate, he considered the prospect of being friends with Julie. From what he'd heard, couples who broke up were normally supposed to hate each other. He certainly didn't hate her, and she didn't seem to hate him either. But even without hating each other, he just couldn't see them ever being friends again. He sighed, unconsciously gripping his locket through his shirt.

 _At least I still have one friend._

* * *

"So, what do you wanna do today?" Gwen asked.

It was the weekend, and the school year was nearly over. Ben and Gwen didn't have much schoolwork left to do, so they had the entire weekend to themselves. Currently, they were lounging around in Gwen's living room. Gwen was reading a book, and Ben was playing a game on a portable system. Ben had showed up at her house before noon, and since then, they hadn't really done much. They still had most of the day left, and Gwen was bored.

"Let's fight crime," Ben suggested.

Gwen turned to look at him. He was laying on the other couch, and he hadn't even looked up from his game. "Seriously?" she asked.

 _It's mildly infuriating that I can't tell with him._

"Duh!" Ben put his game down and turned to face her as well. "We gotta get ready for the summer."

"We've been sparring."

"Yeah, but that's not the same. We gotta get used to fightin' _real_ bad guys. The kind that won't stop just short of killing us."

Gwen shook her head. "Bad idea. If Grandpa finds out, he won't be happy with us."

"So he won't find out," Ben countered. "Besides, it's not like we haven't done it before."

Gwen thought back to the few times they'd done some hero-ing in Bellwood. A few bank robberies and burning buildings here and there, plus that time a swarm of Megawhatts showed up in town. "Well, those times the town needed our help, and we happened to be there. We can't just go out looking for danger."

"Why not?"

"Because then we might _find it_ , Doofus."

Ben shrugged. "Danger usually finds us first, anyway."

"Not in Bellwood."

"Yeah, but that's what makes Bellwood so _boring_ ," Ben insisted. "Isn't that what makes our summer trips so fun?"

 _You..._

"There's more to our summer trips than that."

"I know," Ben said. "But it's not like you don't love the action and adventure, too."

"I _d_ -" Gwen inhaled and sighed deeply, rubbing her temples.

 _Not now._

"I'm just saying…Even if it's _fun_ , doesn't mean it's not _dangerous_."

"You're such a dweeb, Dweeb," Ben said, holding up the Omnitrix. "Besides, I'm _dying_ to use this thing again. I don't know if I can wait until summer."

"Oh, get real. You use it _all the time_ ," Gwen pointed out. "You just used a bunch of your aliens against me last time we sparred."

"But I mean _really_ use it," Ben said. "This thing right here, it's one of the best things that ever happened to me. It made me into a superhero. So I _need_ to do some real hero-ing, or it's like I'm wasting this gift!"

Gwen glanced at the watch, then rolled her eyes

 _Here he goes with another Omnitrix rant._

"Fine," she relented. "We'll turn on the news. We see any stories about a crime in progress, we go out and fight bad guys."

"Alright!" Ben cheered, grabbing the remote and flipping on the TV.

The local news was boring. They watched it together for about five minutes before deciding to go back to what they'd been doing, although they kept the news on so they could still vaguely listen to it in case anything good came up. But after almost an hour without any crimes to report, Ben got frustrated.

"Oh, come on!" he complained. "What, does our town have the laziest criminals in the world? Rob a bank or something, jeez."

"Well, maybe they're not dumb enough to go around committing crimes in broad daylight," Gwen pointed out. "Also, it's kind of a _good_ thing that we live in a low crime rate area."

"Yeah, yeah," Ben said, waving his hand dismissively.

They kept the news on for a while longer. Just when they were about to give up and go do something fun instead, there was some breaking news. Apparently, someone from the next town over who was wanted for armed robbery had been spotted in Bellwood and was now at the center of a police chase.

"Perfect!" Ben said excitedly.

Gwen gave him an unamused look.

 _Seriously?_

"I mean, uh, looks pretty dangerous. Hopefully we can do something to help." As he spoke, he started flipping through the aliens on his Omnitrix.

Knowing he was already looking for XLR8, Gwen rolled her eyes. "Just gimme a minute to put on my Lucky Girl costume..." she said, heading upstairs to her room.

Upstairs, Gwen closed the door and locked it before stepping over to her closet. She reached inside and pulled out the superhero costume hidden in the back. Glancing nervously at the door, she laid out her costume on the bed and began to undress. For some reason, she felt really uncomfortable taking off her clothes with Ben in her house, even though he was in a different room and the door was locked. The last time they'd gone on one of their superhero outings, she'd changed into her Lucky Girl outfit while he was outside waiting for her, but something felt different this time. She had the irrational fear that he'd somehow walk in on her.

She shook her head to clear away those thoughts, but when she started to put her costume on, she ran into a different problem. It was too small for her.

 _What the heck?_

Gwen tugged on the tight black pants, but she was unable to get them on. She felt like she'd just worn this recently, but when she thought about it, she realized it had been more than a year since the last time she'd needed it.

 _How on Earth…_

She tried stepping towards her mirror, but she tripped on the costume wrapped around her ankles and fell over. "Ow…" Gwen kicked her legs free and stood up, screaming internally. Frustrated, she scooped up the costume and stepped in front of her full length mirror. Holding her costume in front of her like she was shopping for a new outfit, it was clear that it wasn't the right size for her.

"Have I really outgrown this?" she asked herself. She hadn't thought of it, but she had grown a lot in the last year. She'd had to throw out a lot of her other old clothing too. It should have been obvious that something she'd worn when she was ten wouldn't fit her anymore.

Just as Gwen let out a sigh, there was a knock on the door.

"Gwen? What's taking you so long?" Ben called from outside her room.

" _Don't come in!_ " Gwen shouted desperately.

 _I can NOT let Ben see me like this._

"I'm not coming in!" Ben called back. "I know how to knock, Dweeb."

"Shut up!" Gwen's momentary panic subsided as she reminded herself that the door was locked. "Just…Just give me a minute!" Blushing hard, she went to put her regular clothes back on.

"You still haven't changed yet?" Ben asked incredulously when Gwen finally opened the door. "I thought you were putting on your Lucky Girl costume."

"It, uh, it doesn't fit me anymore." Gwen nervously toyed with her hair, trying not to meet Ben's eyes.

"Is it the same costume you had when you first started being Lucky Girl?" Ben asked.

"Y-Yeah," Gwen said, walking past Ben and heading down the hall.

"Well, that's not really surprising, I guess," Ben said, following after her. "You've grown a lot since then."

" _What do you mean by that?!_ " Gwen snapped, turning on the spot to shout at him.

"Whoa!" Ben leapt back. "I just meant you've gotten taller since then! I wasn't, like, saying you were fat or anything, I swear!"

"O-Oh…" Gwen looked thoroughly embarrassed by her outburst. "That's what you...Sorry..." She turned back around and walked down the stairs.

 _My height. He just meant my height._

Downstairs, Gwen went back to the living room and sat down on the couch, and Ben came in after her. "You okay, Dweeb?" Ben asked as she turned the TV back on, checking to see if the car chase was even still going.

"I'm fine," Gwen said immediately, but she wouldn't look away from the TV. Feeling self-conscious, she grabbed a blanket from beside her and covered herself with it.

"Are you sick?" Ben asked.

"I said I'm fine, Doofus," Gwen repeated. She knew she was acting weird, but she couldn't help it at the moment.

"Well, okay," Ben said. "What about the news? How are things _go-_ ing—" Ben's voice cracked, and he stopped talking to clear his throat. Gwen turned to look at him with an amused expression on her face, then laughed lightly. "Hey! Don't laugh!"

"Sorry, sorry," Gwen apologized. She wasn't actually trying to make fun of him for it.

 _Guess I'm not the only one who's growing._

Hearing Ben's voice crack reminded her of that, and it was somehow comforting to her. Even though she'd just put it on, she shrugged off the blanket, trying not to feel weird about any of it.

"But anyway, about the car chase," Gwen said, getting back to the matter at hand. "It looks like it's already wrapping up. Even if we leave immediately, we still wouldn't get there in time." On the TV, the news was showing where the suspect had crashed his car into a fence before getting out and trying to flee on foot.

"Aw, man," Ben moaned. "I coulda gotten him before he even got out of his car." Ben walked over to the other couch and fell onto it, sighing dejectedly. "Guess we're gonna have to find another way to prepare for the summer trip."

Gwen had an idea. "I know something we can do."

"Yeah? What?" Ben asked.

"Let's go visit Grandpa," Gwen suggested.

Ben smiled. "Hey, yeah! We haven't seen him in forever."

Ben and Gwen knew how to get to their grandfather's trailer park, so they quickly got ready to leave and headed out the door.

"Wait," Ben said once they were outside.

"What is it?" Gwen asked.

"Uh…It's Grandpa, remember? Maybe we should go eat lunch _before_ we head over."

Gwen shuddered a bit. "Good idea," she said. "Burger Shack?"

"Sure," Ben agreed.

As they started walking next to each other, Gwen couldn't stop herself from comparing her height to Ben's. She'd always been the taller one, at least by a little. It looked like that might still be the case, but it was hard to tell. They'd both gotten taller.

 _He really has grown..._

* * *

 **Author's note:**

This was another long month that I thought was better as two short chapters.

I'm glad most people seemed to appreciate the way the breakup went down. I'm not a fan of the traditional love triangle where two characters fight over a third, so I wanted to resolve things a little differently.


	26. June, Year 3 (Part 2)

**June, Year 3 (Part 2)**

"Morning, sleepy head," Ben's mother greeted him.

"Morning." Still half asleep, Ben half-heartedly returned the greeting as he trudged into the kitchen for breakfast.

"Last day today, huh? You excited?" his father asked him, already seated at the table.

"Totally," Ben said with a mouthful of cereal. As he ate, he started to wake up more completely, becoming more aware of what day it was. He smiled to himself as he basked in the knowledge that another school year was finally coming to an end. If he were being honest, this was probably one of the best school years he'd ever had, but having been dumped just a month ago, his opinion of it had taken a steep dive and he was ready for it to be over. Additionally, the end of the school year meant the start of something great.

 _Summer._

As he had that thought, the image of Gwen's smiling face popped into his mind. He lowered his spoon into his bowl and stopped eating for a moment. The picture in his head was immediately recognizable. It was from back when Gwen had said goodbye to him at the very end of last summer.

 _Why would I think of that again now?_

"Something wrong, Ben?" his mother asked him, seeing the confused look on his face.

Ben shook his head. "Nope." He started eating again, but he kept thinking about Gwen.

That had been happening a lot lately. Sometimes he'd be watching TV or doing homework or walking around town, and a memory of Gwen would randomly enter his mind. Images of her, things they'd done together, things she'd said to him. Or sometimes he'd see something cool or funny and wonder to himself what Gwen would think of it.

Ben didn't mind those thoughts. The problem was he used to only have those thoughts about Julie, and he wasn't sure what to think of that. On the one hand, he was glad he wasn't obsessing over Julie as much anymore. He still thought about her quite often as well, and he was still awkward around her at school, but he considered himself at least partially over her. That was a good thing. But on the other hand, he thought it was weird to have any thoughts about his cousin that were even remotely similar to thoughts he'd had about his girlfriend.

 _Those two things should definitely stay separate._

Thoughts of Gwen continued to occupy Ben's thoughts on his way to school, but as soon as he got there, thoughts of Julie took over once again. Since they'd broken up, they'd barely been on speaking terms. Now that the school year was ending, today would be his last chance to make up with her, otherwise he'd have to wait until next year.

They didn't hate each other, and they hadn't even had a fight exactly, but Ben wasn't sure what he wanted his relationship with her to be now. As far as he could tell, his only real choices were to become friends with her again or to ignore her. A big part of him still wished he could be dating her, and maybe someday he could do so again, but she'd made herself pretty clear on that matter.

In his first few classes of the day, Ben put off deciding whether or not to try making up with Julie. He told himself he would decide at lunch, and until then, he would continue to ignore her in class. But instead, all he did was daydream about his next summer trip. Just him, Gwen, and Grandpa for three months. They might even see Lucy, Joel, and Camille at some point as well, although that wasn't exactly going to be a rare event anymore since they were moving to Bellwood at the end of the summer. And on top of all of that, he would have nearly total freedom to use the Omnitrix. Ben smiled at that thought and started flipping through his aliens. There were so many to choose from now, he couldn't decide which one he wanted to be first. He'd probably get tons of new ones before the summer was over as well.

Ben was so busy thinking about the summer trip, he ended up completely unprepared when lunch time came. He still hadn't made a decision on whether or not to clear the air with Julie. So, like usual, he didn't sit with her and tried to avoid her completely.

For the rest of the day, Ben was on the verge of talking to her in between each of his classes, but he always backed down at the last second. That was until the very end of the day.

 _Now or never._

"Hey, Julie!" Ben called out as he approached her in the hallway. She was at her locker with her two best friends, just preparing to leave. He was hoping to talk to her alone, but he didn't have much choice now.

Luckily, Julie's friends seemed to simultaneously figure out it would be best to give Ben and Julie a moment alone. They both whispered something to Julie and quickly walked away, smiling and giving a quick wave goodbye to the both of them.

"Hey, Ben," Julie replied, giving him a gentle, cautious smile.

Of course, Ben didn't know what to expect either. He hadn't prepared anything to say.

 _If Gwen were here, she'd chew me out for never thinking things through._

"Listen, uh," Ben began, thinking on his feet. "I just thought I'd say…I hope you have a good summer."

Julie seemed relieved, and smiled brightly at him. "Thanks, Ben," she said. "I hope you enjoy yours, too. Are you going on another trip with your cousin and your grandfather?"

Ben remembered he'd told her about their summer trips, although he'd left out all the best parts. He was sort of regretting it now that she'd mentioned his cousin, though. Given her reasons for breaking up with him, that was the last thing he wanted to talk about with her.

"Yeah, yeah we are," Ben said.

"Cool," Julie said, closing her locker. "Well, have fun, and see you next year!" She waved, then turned to leave.

"Bye," Ben said. He stood there and watched her walk away. He wasn't sure whether or not to count that as a success. He'd talked to her, but…barely. They hadn't really talked anything out or decided where they stood with each other now. All they'd done was wish each other a good summer. He'd been hoping for a little more than that.

 _Maybe next year._

* * *

Ben's concerns about Julie didn't last long after he left school. After all, his summer vacation had just started, and that meant it was time for the annual summer trip.

"Hey, Mom! Hey, Dad!" Ben called out as he barged through his front door and ran to his room.

"Hi, Ben," his mother answered as he ran past her.

In his room, Ben tossed his backpack against the wall and went to pull his suitcase out of the closet. Hurriedly, he began stuffing his clothes, games, and other belongings into it.

From behind him, Ben heard his door open, but he didn't stop packing to see who it was. "Hey there, Ben," he heard his father's voice say.

"Hey, Dad," Ben said, stuffing an unfolded pile of shirts into his bag.

"Your Grandpa's on his way. You almost done packing?" his father asked.

"Working on it," Ben replied.

His father chuckled. "You know, you didn't have to wait until the last second to pack."

"Yeah, well, I like to think of it as adding some tension to the situation."

"Well, aren't you quite the action hero?" his father quipped. "You excited to see your Grandpa again?" he asked.

"I actually saw him a few days ago."

"You did?"

"Yep. Me and Gwen went to see him a few days ago," Ben explained.

"Oh. You kids really run around all over town, huh?" Carl shook his head and smiled to himself. "Well, I'm sure you're excited to spend the whole summer with him again, at least."

"You know it!" Ben said, shoving the last of his things into his luggage.

"And I'm sure you're looking forward to spending it with your cousin as well."

"Oh, come on, Dad!" Ben complained, feeling like he was being teased again.

"They're here!" Sandra called from the other room.

"Coming!" Ben shouted, trying to grab all of his bags at once. Carl shook his head as he stepped forward to help him with some of them.

"Thanks," Ben said, rushing out of the room ahead of his father, carrying what he could.

As he ran through his house and out the front door, he could feel the Omnitrix on his wrist. After wearing it for so many years, he almost never registered the feeling of it on his arm anymore. But today, it felt like it was brand new, and he couldn't wait to get on the road so he could go hero whenever he wanted once again.

Outside, Ben saw the Rust Bucket parked in front of his house. Sandra, Max, and Gwen were talking on the front lawn. When Gwen saw him, she turned and smiled, waving at him. "Ben!" she shouted.

"Catch, Dweeb!" Ben shouted back, tossing one of his bags to her as he ran by.

"Wha— _Hey!_ " Gwen's reflexes didn't kick in fast enough, and the bag Ben had thrown at her ended up hitting her in the face and dropping to the ground. " _Ben!_ You get back here, right now!" she yelled after him.

Inside the Rust Bucket, Ben went straight to the bedroom and tossed his bag inside. He turned around, intending to run back into the house to grab whatever was left of his stuff, but he found Gwen blocking his way.

"Catch, Doofus!" she said, smirking as she tossed his bag at his face.

"Oomph!" Ben grunted as it hit him, falling backwards and hitting the ground hard. Gwen stood over him and laughed.

"You ready for the trip?" Gwen asked. Her smile was friendlier than Ben was expecting. It seemed like she had completely gotten over her annoyance as soon as she'd gotten back at him. Now she was just happy to see him again.

"Yeah, of course I am!" Ben responded, picking up the bag Gwen had thrown at him and tossing it into the bedroom with the others. "I got a few more things to grab first. My dad's bringing a few of them out, but there's probably still more back in my room." He walked past Gwen, heading back outside.

"I'll help," Gwen said, following him.

A few minutes later, the Rust Bucket was fully loaded.

"Have fun on your trip, sweetie," Ben's mother said, kneeling down to give him a hug.

"Don't do anything I wouldn't do," his father added.

"Thanks, Mom, Dad. See you when I get back!" Ben replied.

"Don't worry, son. I'll keep an eye on him," Max reassured Carl.

"Bye Uncle Carl, Aunt Sandra!" Gwen quickly waved goodbye before following Ben into the Rust Bucket.

After everyone finished saying their goodbyes, Ben, Gwen, and Max were on the road again.

" _Finally!_ " Ben cheered as soon as they drove past the Bellwood city limits. He held up the Omnitrix, spun the dial, and slammed his hand down, stopping it on a random alien.

"Eww! Out of all the aliens on that thing, you had to end up on _that one_?" Gwen complained, holding her nose after Ben transformed into Stinkfly.

Ben cackled as he fluttered his new wings, lifting into the air. In the cramped RV, he didn't have a lot of room to move around, so he ended up knocking several things over in the process.

"Hey!" Gwen stumbled back. "Grandpa! Ben's getting Stinkfly goop everywhere!"

"Ben, knock it off back there. You shouldn't be using the Omnitrix unless there's an emergency anyway," Max reminded him, glancing at the chaos in the rear-view mirror.

Stinkfly just continued to cackle and fly around in the back.

Gwen rolled her eyes. With a movement of her hands, she telekinetically shoved Stinkfly to the floor. He shrieked in surprise, crumpling up and twitching. Gwen stood over him and smirked. "Now we know for a fact that I'm right the next time I say I can crush you like a bug."

"Very funny," Stinkfly said in his squeaky voice. "That's the kind of pun that makes Grandpa laugh."

"Like, _all_ the names you give your aliens are puns," Gwen responded.

"Yeah," Stinkfly said, getting back on his feet. "But my puns are better."

"Ugh, will you just change back into Ben already? Even your usual stink is better than this."

Stinkfly shrugged, then tapped the Omnitrix on his forehead. It beeped, blinking a few times. In a brief flash of light, Ben was standing before Gwen.

"I thought you couldn't control when you changed back into a human," Max said, having been watching in the rear-view mirror.

"Oh I've been practicing," Ben said, proudly. "Now, let's go find some alien butt to kick!"

Max laughed. "I don't think so, Ben. The first stop on our trip is a city that hasn't had any alien activity in decades."

"Ah, lame," Ben complained.

Gwen didn't seem nearly as disappointed as Ben did. "I think that'll be a good way to start this summer," she said. "We can spend some time together, just the three of us."

"Pfft, screw that," Ben said, walking over to the table and sitting down with his arms crossed. "I hate dumb touristy stuff."

"It'll be fun," Gwen said, sitting down right next to him. "Besides, it can't be worse than Sparksville, right?"

Ben shuddered. "Ugh, that place was the _worst_."

Gwen pulled out her laptop and put it on the table. "Wanna play something?" she asked, grabbing a controller and connecting it to the laptop.

Ben shrugged. "Sure," he said, grabbing the second controller.

The two of them played a co-op game until Max stopped for dinner. Afterwards, they went right back to playing their game until late into the night.

They didn't realize how late it was until Max parked the Rust Bucket. "Don't stay up too late, now," he said, getting up and walking towards the back. He chuckled when he laid eyes on Ben and Gwen. "And if Gwen falls asleep like that, be sure to carry her to bed," he said to Ben.

Gwen, still playing, was snuggled up next to Ben, resting her head on his shoulder. Her eyelids were half-closed, like she was falling asleep. When she registered what Max had said, she realized just how she was sitting. Her eyes shot open in panic and she shoved Ben to the side, sitting herself upright in the process.

"Ow, hey!" Ben complained as he was nearly knocked over.

"I'm fine!" Gwen said in response to Max. "I can get to my bed by myself."

Max chuckled again. "Alright. Good night, kids," he said, heading off to bed.

"Sorry," Gwen said, apologizing to Ben, looking embarrassed as she did.

Ben sat upright and glanced towards where Max had gone, then gave her an understanding nod. "Uh, did you want to go to bed now?" he asked, still holding his controller.

Gwen hesitated for a moment. "No," she said. "Let's keep playing for a little longer."

"Cool," Ben said, unpausing the game. After only a few minutes, he felt Gwen return to her previous position, laying her head on his shoulder again.

 _I mean...I guess I don't mind, really._

He decided not to say anything about it.

Not long after, he heard a clacking sound as something plastic dropped to the ground. Ben looked down and saw Gwen's controller on the floor. "What—?" Turning to his side, he saw Gwen had fallen asleep on him.

 _You're such a kid._

He laughed quietly to himself, then he remembered what Max had said. He knew he should probably just wake her up and let her walk to bed herself, but for some reason, he decided to listen to what his grandfather had told him. Carefully, he lifted Gwen's sleeping form in his arms and carried her to their bedroom, laying her down on her bed and covering her with the blanket.

As he let her go and stood back from her, Gwen rolled over and grabbed his arm.

"Whoa!" It surprised him, but Ben looked at her face. She was still sleeping. He carefully pulled himself free from her grip, then climbed up to his own bunk.

 _Goodnight, Dweeb._

* * *

Ben knew it was a dream because he wasn't in the Rust Bucket. Instead, he was back in Bellwood, and he recognized the setting immediately. He was at the movie theater, and he was watching the movie he had taken Julie to see on their first date. It didn't surprise him. He'd dreamed about Julie many times, and that hadn't stopped after their breakup, although it had been happening less frequent lately.

Even though he knew it was a dream, and even though thinking about his time with Julie normally made him depressed nowadays, he still felt the way he had that day. He was nervous, but also giddy with excitement. The girl he liked was sitting right next to him, and she was there on a _date_ with him. He could hardly believe he was so lucky.

Something funny happened in the movie. Ben had no idea what it was. He was watching the screen, but he wasn't paying attention at all. He only knew something funny had happened because he heard laughter from beside him. But it wasn't Julie's laugh. It was a very distinct laugh that he'd heard hundreds of times before, and he recognized it immediately.

Ben turned his head. Sitting beside him wasn't Julie. It was Gwen.

Ben freaked out, but Dream Ben didn't react at all. He was still feeling that first date bliss, and somehow seeing his cousin there beside him wasn't ruining it. As Ben screamed in his head, trying to comprehend what was going on, Dream Ben just smiled.

Dream Gwen turned her head, and they made eye contact. She smiled at him, wearing the same warm smile Julie had given him, looking deep into his eyes at that moment.

Ben woke up in a panic, sitting up in his bed and breathing heavily.

 _What the fuck was that?_

Reliving his first date with Gwen in place of Julie...Ben didn't like the implications of that. It was gross, and he felt dirty all over.

The uncomfortableness only increased when he heard Gwen make a noise from the bunk beneath him. Quietly, he leaned over the edge of his bed to look down at her. She was still asleep, but every few seconds her sleeping face would smile, and she would let out a very quiet sound of enjoyment.

 _Whatever she's dreaming about must be making her pretty happy._

"Ohhh," Ben whispered in realization, leaning away from the edge of the bed and lying down again.

 _Gwen's making noise in her sleep. I heard her while I was dreaming, so she popped up in my dream. That's all it was._

Ben breathed a sigh of relief. For a moment there, he'd been worried something _really_ weird was happening.

 _Let's hope Gwen doesn't intrude on my dreams anymore._

Closing his eyes, Ben went back to sleep.

* * *

Gwen woke up in her bed. She found that odd, since she didn't remember getting into bed the night before.

 _How did I get here?_

She thought back to last night. The last thing she remembered was playing video games with Ben. "Oh no," she said out loud, sitting up.

 _Tell me I didn't…_

"Ugh…" she moaned, falling back into her pillow. She pressed her hands against her face, embarrassed. She'd fallen asleep on Ben, and he'd had to carry her to bed.

 _What am I, five?_

Scolding herself, Gwen rolled out of bed. As she walked out of the bedroom to go take a shower, she looked up at Ben in the top bunk. She cringed again, imagining what he must have thought about it last night.

In the Rust Bucket's bathroom, Gwen undressed, turned the shower on, and stepped inside.

 _It's not my fault. I was just so comfortable resting against Ben, and…_

Gwen began to justify it to herself in her head, but she stopped. As she thought about lying against Ben, she started to feel...something. Confused, she stopped washing herself, breathing heavily and looking at her hands. Her body felt warm.

 _...Guess I should turn the hot water down._

Gwen adjusted the shower knobs and tried to think about something else.

After her shower, she got dressed and went into the other room to get some breakfast.

"Morning, Pumpkin," her grandfather greeted her.

"Morning, Grandpa," she replied cheerfully.

Max was eating a bowl of what looked like a mixture of oatmeal and mud. "Want some? It's still warm!" he offered.

Gwen gave him a very fake smile. "No, thanks. I think I'll just have some cereal." After getting her food, Gwen sat at the table to eat.

It wasn't long before Ben stumbled into the room, looking very tired. His clothes were a mess and he had awful bed hair. He yawned and stretched, then looked around the room with his eyelids only half-open.

"You alright there, Sport?" Max asked Ben.

"Uh, yeah," Ben said, opening his eyes more and standing up straight. He glanced at Gwen, then quickly looked back at Max. "Just, uh, had some trouble sleeping."

Ben got a bowl of cereal as well and walked over to the table. Gwen scooted over, expecting him to sit with her like he usually did when they ate together, but instead he sat down next to their grandfather. Gwen winced.

 _Dammit, I knew it. He got weirded out by me falling asleep on him last night._

Gwen tried to give Ben an apologetic look. The two of them were usually pretty good about communicating silently, especially in front of their grandfather, so she hoped he would get the message. But he wasn't even looking at her. He stared at his cereal and occasionally looked up, but he always avoided eye contact with her.

Gwen looked down at her cereal in defeat. She'd been hoping Ben would've completely forgotten about her falling asleep on him, but it seemed like he was as embarrassed about it as she was, and that was even more humiliating.

Luckily, Max didn't seem to notice anything was out of the ordinary. "When you finish eating, get ready. We've got a big day ahead of us," he said, getting up from the table and clearing his dishes.

"Okay, Grandpa."

"Okay."

 _It's certainly going to be a long day..._

* * *

Four Arms rounded the corner where Gwen and Max had been watching from. "Everything squared away?" Max asked.

"Yep," Four Arms replied. "Delivered gift wrapped." He had just finished dropping off some tied up bank robbers in front of the local police station, having carried all three of them across town himself.

"Good. Let's get going before anyone starts asking questions," Max said.

Four Arms chuckled to himself. "Man, three in one day. I could've carried a fourth, even!" He reached up to his shoulder and fiddled with the Omnitrix, turning himself back into Ben.

"Yeah. That was _real_ heroic of you," Gwen said as they walked back towards where they'd parked the Rust Bucket.

Ben scoffed. "What's with the sarcasm? Those guys had it coming."

"Yeah, yeah…"

"Oh, I get it," Ben said. "You're upset that you barely got to do anything this time."

"Stop it, you two," Max said. "You're _both_ heroes. No need to find over who did what."

"Ugh," Gwen groaned. "You and that damn watch…" she said under her breath.

"Gwen! Language!"

"Sorry, Grandpa."

"Whaddya got against the watch? Jealous?" Ben asked with a smug smile.

Gwen glared at him. "You're such a little—"

"That's _enough_ ," Max spoke up, sternly.

Ben and Gwen faced away from each other angrily as they walked. They didn't say another word until they were back at the Rust Bucket.

"We're all a little upset that our time in this city got cut short," Max reminded them as he got back in the driver's seat. "Let's just get back on the road for a little while, and then we'll stop for the night. I'm sure the next place we visit will be just as nice."

Gwen took a seat at the table and pulled out her laptop. Ben sat down across from her, but she didn't acknowledge him. She chose to stay focused on her computer screen.

"What are you so pissed off about?" Ben asked after sitting there quietly for a minute.

Gwen glanced at him, then looked back at her screen as she spoke. "We were having a perfectly nice time in that city. You didn't have to interrupt that."

Ben scrunched up his face in confusion. " _Excuse_ me? You think _I_ made those losers rob that bank?"

"No," Gwen said. "But you didn't have to go hero."

"I had to save those people!" Ben insisted.

"Those guys were no real threat to anyone. Their guns weren't even real. The security guards could've handled them just fine," Gwen insisted.

"Well how was I supposed to know that?" Ben asked. "And besides, with me helping, there was less of a chance of anyone getting hurt. Since when are you so opposed to a little hero-ing?"

Gwen stopped typing on her laptop, letting out a sigh. Looking to Ben, her face saddening a little. "I don't know...I just...Sometimes, I just wanna have a nice, normal vacation. Relax. Have fun. Spend time with you and Grandpa." Gwen timidly averted her gaze back to her screen.

Ben said nothing, and made no move to leave his spot.

"What, are you just gonna sit around doing nothing the whole ride?" Gwen asked eventually.

"Whatever, Dweeb," Ben said. He pulled out his own portable game system and began to play with it, although he looked a little angry as he did.

 _I shouldn't have said that..._

"Sorry…" Gwen apologized weakly.

"Whatever," Ben repeated offhandedly.

Gwen sighed.

 _Good job, Gwen._

* * *

 **Author's note:**

Hey everyone, next week's chapter will be a little delayed. I'm gonna be at Anime Boston all weekend, so I won't have time to work on my story.

To my reader who just discovered they could post a review as a guest: Thank you so much! I'm always happy to hear people are appreciating my story in that way. It makes me glad I decided to post it rather than just keeping it as writing practice like I had originally intended. I felt the same way about the Ben 10 series. The chemistry between Ben and Gwen was absolutely what drew me to it. And there's no shame in admitting how adorable Gwen is!


	27. July, Year 3

**July, Year 3**

Ever since the summer began, Ben had been using the Omnitrix more than ever. He was insistent that he wasn't using it any more than he normally did during their trips, but Gwen claimed he was. Just in the last month, there had been several occasions where Ben had clearly jumped the gun and gone hero unnecessarily, only to find out the screaming he'd heard had been coming from a crying baby or someone who had nearly fallen over but managed to catch themselves at the last moment. Sometimes he would even turn into an alien while they were driving around in the Rust Bucket just to sit there playing video games as Diamondhead or XLR8.

One night, Ben, Gwen, and Max stopped to camp out in the woods, much like the first night of their first summer.

"What are these?" Ben asked, holding up the plastic bag his grandfather had handed him.

"Why, they're marshmallows, of course," Max said, smiling at him from across the campfire.

Ben looked in the bag and exchanged a skeptical look with Gwen. Whatever the white things in the bag were, they certainly didn't look like marshmallows. "Uhh...After you," Ben said, holding out the bag for Gwen.

"Gee, thanks," Gwen replied, reaching inside to pull one out. It was heavier than she expected. "Uh, Grandpa? If these are marshmallows, why are they rock solid?" As she spoke, she squeezed the white piece of 'food' and held it out towards Max, tapping it with her finger. It made a sound like tapping on stone.

"Just try it! You'll like it, I promise," Max insisted. When Ben and Gwen shared another questioning look, Max held out his hand. "Here, pass me one." Gwen handed the alleged marshmallow to him and he held it over the pointy end of a stick. "Yeah, these'll roast up real nice." But when he tried to stab it, the stick snapped. Ben and Gwen covered their mouths with their hands as they tried and failed to avoid laughing. "Maybe if we hang them from the stick with some string…" Max pondered.

"What is _that_?" Gwen asked, urgently.

"I already told you, sweetheart, they're marshmallows."

"No, I mean _that_!" Gwen thrust her hand out, pointing behind him.

Max looked over his shoulder. Something in the distance, made of metal and about the size of a person, was flying towards them, fast.

Ben, Gwen, and Max stood up, readying themselves to run or fight. In a matter of seconds, the metallic object was right in front of them, having stopped suddenly and hovering in midair. It was some sort of robotic drone, cylindrical and covered in little robot arms with clamps at the ends of them. Some red and yellow lights lit up on parts of its body as it rotated. Suddenly, it lunged at Ben.

"Whoa!" Ben shouted. Two of the drone's arms clamped onto Ben's shoulders, lifting him off the ground, while another clamped onto the Omnitrix. "Ow! Hey! Get off me, you stupid UFO!"

"Ben!" Gwen shouted. She glared at the drone, held up her hands, and spoke a spell out loud.

The drone whirred in distress, vibrating out of control. All at once, its arms fell off. Ben reflexively kicked the drone as he fell from its clutches, knocking it back. It rotated a few times, then fell out of the air. Max grabbed the bag of 'marshmallows' and started beating the drone with it, leaving dents wherever he landed a blow. By the time the three were done with it, the drone was broken beyond repair.

"Well, that was...random," Gwen said as they stood around the broken robot, still in shock from its sudden appearance.

Ben looked at his wrist. "It wanted the Omnitrix," he said.

"That's not good," Max said. "If some other alien is trying to get their hands on the Omnitrix now, we may be in for a lot of trouble."

"Eh, it's not like that's a first," Ben pointed out. "Everyone wants this thing."

"There could be more of these," Gwen said.

"We handled this one pretty well." Ben gestured to the destroyed drone as a few sparks sprayed from it. "And I'll be ready for it next time. I'll have time to go hero."

"You know, Ben" Max said. "This thing was probably able to track you down because of how much you've been using the Omnitrix."

"Oh boy, here we go with _this_ again," Ben said, crossing his arms. "I've already told you, I _always_ use the watch a lot during the summer, and-"

"That doesn't matter, Doofus," Gwen interrupted. "Grandpa's right. That robot went straight for the Omnitrix, it had to have been tracking it somehow. And whoever sent this thing isn't gonna stop after just one try. You should hold off on using the Omnitrix as much as possible from now on, just to be safe."

Ben opened his mouth to refuse, but he stopped himself, catching just the slightest glint of sincere concern in Gwen's eyes. He sighed. "Ugh, fine. Next time we have to fight an alien, I'll beat it senseless with a sack of Grandpa's rockshmallows instead of using the greatest weapon in the universe."

"I think that's wise, Ben," Max agreed.

"But if we go a week without another robot attack, I go back to using the watch as much as I want, got it?" Ben declared.

"Fine," Max relented. "But for now, let's pack up and get moving. If someone really is tracking us, we need to lose them before they send another drone."

* * *

"Gotta say, this isn't the best mall we've ever been to," Ben said.

"Just because the food court only had two fast food places doesn't mean it's awful," Gwen argued.

The Tennysons were making a stop for Max to buy a couple of replacement parts for the Rust Bucket. He said it would take a bit of time, so he gave Ben and Gwen some money and told them to go have fun on their own. Since they were parked near a mall, the two of them had decided to explore the shops for a while.

As they walked up and down the line of stores on each floor, they looked in the windows of the shops they passed by, looking for anything that caught their interest. After doing this for about an hour, Ben saw something that made him stop.

"Gwen, look!" Ben said excitedly, pointing through the window of a store.

"Hmm?" Gwen turned her head and looked where Ben was pointing. What she saw was a magic shop filled with dusty old trinkets.

"It's just like the one I got that Charm of Bezel from," Ben said.

Gwen lifted the charm out from under her shirt, holding it in the palm of her hand. She looked down at it, then back into the shop. "I don't think we...Hey, what are you doing?"

"C'mon," Ben said, heading inside. "Maybe we can find another charm stone for you to use."

"Ben, I-" Gwen started to speak, but Ben was already in the store before she could finish.

Inside the magic shop, Ben found a rack with various charms and talismans hanging off of it. Gwen walked up next to him while he was examining them. "Whaddya think? Any of them good?" he asked.

"To be honest, I doubt any of them are really magic."

"Yeah, I know," Ben agreed. "But do you see any that you could make into another Charm of Bezel?"

Gwen looked around for a minute. "I really don't think we're gonna find another one, Ben. In fact, it was probably a huge coincidence that you even found this one," she said, holding up the one she had.

"What about this one?" Ben asked, holding up a small stone with markings on it.

Gwen looked at it in surprise. Even Ben could tell it was pretty different from the real charms, but it wasn't much worse than the first one he'd given her.

"I knew it! This one'll work, right?" Ben asked, reading the expression on Gwen's face.

"It...It might, but…" Gwen had a troubled look on her face, like she was trying to find the best way to say something she really didn't want to have to say.

"What's the matter?" Ben asked.

"I don't know," Gwen said. "I just...I don't think I want another one." Gwen held up her charm and stared at it strangely.

"What do you mean?" Ben asked. "The one you have is awesome, right? Think how much _more_ awesome it would be if you had _two!_ Plus, it's one more step towards having all of them, just like Gwendolyn!"

Gwen's face twitched a little and she gripped her charm tightly. "No," she said more definitively. "Ben, I think we should leave this store."

"Why? What's what's the matter?"

"Nothing. Let's just go see what else is around." Gwen turned and walked away, not stopping until she had left the store.

Ben stood there holding the stone for a moment. He considered just buying it anyway in case Gwen changed her mind later. He really didn't understand why she wouldn't want it anyway.

 _Was making that first charm dangerous somehow?_

He figured that could be the reason she was acting this way, so he put the stone back on the shelf where he'd found it and followed Gwen back outside. He found Gwen waiting outside of the store across from the magic shop, looking around like she was trying to find their next destination already. When he walked up to her, he intended to ask her more about why she didn't want to try making a second charm, but Gwen spoke before he could.

"There's a pretty big retail store at the other end of the mall," Gwen said, pointing towards the far end of the building. "I wanna check it out."

"Uh, okay," Ben said, following her as she started walking. He thought about asking her about the charm as they walked, but he decided against it. He still found Gwen infuriatingly hard to understand sometimes, but right now, it was pretty clear that she didn't want to talk about it.

 _Oh well..._

At the store, Ben and Gwen each managed to find a few things they wanted to buy. They had already spent most of the money Max had given them on their lunch earlier that day, so they were a little hesitant to buy anything quite yet. In the electronics section, there was a demo for a new video game on display, so they spent half an hour playing it while they put off deciding what to actually buy.

"This game is awesome!" Ben proclaimed.

"Should we get it?" Gwen asked.

"Well, we've got the right console in the Rust Bucket," Ben said. He picked up a case for the game and read the price tag. "...How much of Grandpa's money do we have left?" he asked.

Gwen looked at the price on the game case, then into her pocket. "Not enough."

"Hmm," Ben grunted, putting the case down. "Well, maybe we can come back when-"

Ben was cut off by a loud, animalistic roar coming from somewhere else in the department store, followed by the screams of people as they fled.

"What was that?" Gwen asked, getting into a battle stance and looking around.

The store intercom beeped, and an employee addressed the store. "Attention shoppers. There appears to be some sort of six-legged crocodile-thing on the first floor. I don't know what the protocol is for that, so, I don't know, try not to die. I quit." The intercom clicked as the employee hung up.

"Did you hear that?" Gwen asked.

"Yeah, working retail must suck."

"No, Doofus. The six-legged thing!"

"Oh, yeah." Ben held up the Omnitrix. "It's hero-"

"No!" Gwen smacked his arm down. "No Omnitrix! We still don't know who was tracking you. If you use it, they might send more drones."

"Then what am I supposed to do?" Ben asked, extremely annoyed.

"Leave it to me," Gwen said, holding up her fists, which began to emit glowing blue magic energy.

"So, what, you get to have all the fun?"

"This isn't _fun_ , Doofus!" Gwen glared at him. "I'm gonna go stop whatever that alien is before it hurts anyone, and then we are out of here."

"'Isn't fun'? What's the matter with you?" Ben looked at her, appalled.

"I…" Gwen sighed exasperatedly. "Forget it. Get outside, now. I'll handle this quickly." She ran off towards the sound of the commotion, leaving Ben standing there.

 _Isn't fun?_

Reluctantly, Ben obeyed her orders and left.

Ten minutes later, Gwen came running out of the store. She found Ben standing around, pouting like a child who wasn't allowed to go on his favorite ride at the amusement park.

"So what was it?" Ben asked.

"Gee, Gwen! Glad to see you're safe! You had me worried there for a minute, but nice job handling the alien on your own!" Gwen said sarcastically.

"Fine. Nice job, Dweeb. Can I at least go in there and let the Omnitrix grab a sample of whatever that alien was? Six-legged alligator sounds like a discount Ripjaws, but it might still be cool."

"No," Gwen said. "For all we know, using the Omnitrix for anything, even scanning DNA, could give off enough of an energy signature for it to be tracked. Let's just go back and find Grandpa, then get out of here."

Ben groaned and stomped his foot in frustration.

Gwen stepped back in surprise. "Ben? What's wrong?" she asked, genuine concern showing in her voice.

"Oh, nothing!" Ben shouted sarcastically. "Just the coolest thing I own has been reduced to a glorified wrist watch! Except it's even _more_ useless than that, because it can't even tell time!"

Ben walked off, swearing under his breath.

 _This is so unfair._

* * *

The next time the Tennysons ran into alien activity, Ben wasn't any happier about his Omnitrix ban.

In a crowded city street, two different groups of aliens were locked in a shootout. A group of tall aliens in white jumpsuits with laser guns versus a group of short red aliens in power armor using plasma cannons and explosives. It was hard to tell during all the chaos, but each group had about a dozen aliens on their side.

The Tennysons were only a block away when they heard the commotion. Upon seeing the aliens, the explosions, and the fleeing bystanders, Ben immediately went for the Omnitrix, only to be halted by his grandfather.

"Ben, no!" Max said, grabbing his arm and shoulder from behind. "For all we know, one of those alien battalions is the one tracking you."

"So?" Ben asked, furious. "If they are, it just saves us the trouble of tracking _them_. I should go Diamondhead or Wildmutt and rip them to pieces right here, right now!"

"Will you pull yourself together, Doofus?" Gwen said, raising her voice. "Grandpa's right. I'll handle the white and red weirdos over there."

"But that makes _no sense_. How is being tracked by those little drones more dangerous than you fighting all those aliens by yourself?" Ben complained.

"Somebody specifically after the Omnitrix is always the bigger threat," Max said.

Gwen nodded in agreement. "It's not about which of us might get hurt, it's about what might happen if someone manages to steal the watch."

That sounded like nonsense to Ben. "So I'm supposed to just sit here on the sidelines while you do everything? _Again_?!"

Gwen glared at him, then rolled her eyes and hopped onto a magic disk she conjured, flying off towards the aliens.

"Ugh!" Ben groaned.

"Come on, Ben," Max said. "You can help me with crowd control."

Ben watched as Gwen took down two of the red aliens, then shielded some bystanders who were caught in the crossfire. " _Fine,_ " he said bitterly, following his grandfather.

For the next two minutes, Ben ran around half-heartedly urging people to flee the scene. It seemed stupid and pointless to him, since everyone in their right mind was fleeing already. He kept watching Gwen. Every alien she took down, every cool fighting move she pulled off, and every person she saved made him more jealous.

 _That should be me out there._

He sighed, resigning himself to sideline work for the time being. That is, until he saw a man crouched in the middle of the street about to be run over by an alien assault vehicle of some kind.

Panicking, Ben looked over at Gwen. She was locked in battle, and too far away to get to the man in time, even if she could hear him shouting to her over the explosions. Ben thought quickly.

"Screw this!" he shouted, slamming his hand down on the Omnitrix.

A streak of blue and black pulled the man out of the path of the alien vehicle at the last second, putting him down six blocks away before he even had a chance to realize he'd been saved.

Rushing back, XLR8 examined the battlefield. He spotted several more civilians trapped in the crossfire, and plenty of aliens that Gwen was yet to dispatch. He cracked his knuckles. "This'll be over in no time."

He as Gwen over on the other side of the chaos. She was facing off with a white alien. It aimed its gun at her, and she aimed a magical energy ball at it. But before either of them had a chance to fire, a blur ran by and knocked the alien thirty feet out of the way. "What the-" Gwen said in surprise. "Ben, no!" she cried out.

XLR8 stopped for a brief second, turning to Gwen. "Don't worry, Lucky Girl. I got this." He sped off again, carrying people to safety and knocking out aliens with speedy drive-by punches.

Unsurprisingly, the fight was over quickly after he entered the fray. Knowing the military or something was bound to show up soon to clean up the mess, XLR8 grabbed Gwen and Max and zipped out of there as fast as he could.

Once they were a safe distance away, XLR8 put the others down and changed back into Ben. "Whoo! Now _that's_ what I'm talkin' about!" Ben cheered. "Those red dudes had some big guns. I wish the other guys were more of a challenge, though."

"Ben, what were you thinking?!" Gwen shouted.

"What?" Ben asked.

"You used the Omnitrix," Max pointed out.

"We told you not to," Gwen added.

"Well, I guess that's your fault for expecting me to care," Ben quipped.

"This isn't a game, Ben," Max said. "More drones could be on their way right now."

"Besides, I was doing just fine on my own," Gwen said.

"Oh yeah?" Ben questioned. "You think even a hundred of those drones could be a threat to me after all those aliens I just took down?" he said to Max before turning to Gwen to respond to her. "And by the way, if it weren't for me, that alien tank thing woulda ran over a defenseless person. I didn't see you saving him."

Gwen glared at him, but said nothing.

"Face it," Ben said. "You needed a _real_ hero. And XLR8 came to save the day!" Ben struck a triumphant pose.

"You think you're _so_ great because of that _stupid_ watch!" Gwen shouted.

"It's _not_ stupid!" Ben shouted back.

"Alright, you two," Max said, stepping between them and physically pushing them apart. "Like always, you were _both_ heroes today. Let's just get back to the Rust Bucket before things get any worse around here."

* * *

XLR8 had dropped them off pretty far from where they'd parked the Rust Bucket, but after about thirty minutes of navigating the city, the mobile home was right around the corner.

"See, guys?" Ben asked. "No drones. No one's tracking me. I can use this thing all I want."

"Just because they didn't get here immediately doesn't mean they don't exist, Doofus," Gwen argued. "Although, I gotta say, if I had the technology to know where you were at all times, I'd use it to make sure I never came anywhere _near_ you."

"Well, then. When we meet these bad guys, we'll have to ask them for one of their Omnitrix-trackers, because that sounds just _fine_ to me!"

Max groaned, but he seemed to have given up on trying to stop their fighting for the time being.

"Besides," Ben said. "Maybe when they finally find me, I'll-"

" _Get down_!" Gwen shouted, lunging at Ben and tackling him to the ground. Some kind of energy missile flew right over them, hitting a building and exploding in a flash of blue light.

Gwen hadn't had much time to process what she was doing, but after a moment, she realized the position she and Ben were now in. Her hands were on the ground on either side of his head, holding herself up with her face hovering just inches above his.

 _Uh-oh._

Gwen's heart beat fast from the adrenaline. They briefly stared into each other's eyes before Gwen's face turned several shades redder and she decided to roll off of him.

"Are you two okay?" Max asked nervously, still in shock from the explosion.

"We're fine, nothing happened!" Gwen answered immediately. Then she remembered the missile. "Yeah, it, it, uh, nothing hit us."

"Yeah," Ben said, his voice cracking a little. "We're fine."

They stood up. People around them were panicking, just like they'd been during the alien shootout on the other side of the city.

"Can you see where it came from?" Max asked, looking around.

"No," Gwen answered.

"Up there!" Ben shouted, pointing at an object flying at them at high speed.

"Um…" Gwen said, pointing up in a different direction.

 _Another drone._

"Oh, no," Max said, spotting yet another one.

In seconds, they were upon them. Six drones in total, each identical to the one that had attacked them while they were camping. They spun and whirred as they readied their robotic claws.

"Get behind us, Grandpa," Gwen said, stepping in front of Max so he was sandwiched between her and Ben. "You ready, Ben?" she asked, a magical aura beginning to surround her.

"Born ready," Ben proclaimed, holding up the Omnitrix.

The drones went for Ben first, attempting to grab the Omnitrix. He quickly shook them off by turning into Humungousaur, then slammed one of them to the ground with both fists.

Some of the drones produced rapid-fire laser guns and began spinning around, shooting wildly, either in an effort to shoot the Tennysons or to distract them by shooting other people in the vicinity. Gwen countered this by producing a bubble shield to contain their laser fire.

Unfortunately, Max didn't have any of his Plumber equipment on him, so he simply dropped to the ground and put his hands over his head.

The fight didn't last long with Humungousaur smashing the drones to bits and Gwen blasting them out of the air with her magic. When it was over, Max got up, and the three of them looked around. Smoke and blast marks from where the drones had hit were all around them. People were still screaming as they fled in terror. Sirens could be heard in the distance heading towards them.

Humungousaur changed back into Ben. Gwen and Max didn't have time to be impressed with how quickly he was able to switch between his aliens now. "Let's get out of here," Gwen said simply. The others nodded in agreement.

Since they were already close to where they'd parked, they were luckily able to get away this time.

"We told you," Gwen said, back onboard the Rust Bucket. "We _told_ you this would happen."

"I helped people," Ben argued. "I saved lives."

"Well what about all the people who were hurt by those drones because of you?" Gwen asked, angrily. "They'd all be fine right now if you could just get over yourself and lay off the Omnitrix for two fucking seconds!"

"Not gonna happen," Ben said. "This gift is _way_ to great to waste. So we have to fight off a few robots now and then, big whoop! Those things are less dangerous than half the aliens and criminals we fight."

"Grandpa!" Gwen shouted, imploring Max to tell Ben she was right.

Max sighed as he drove. "Ben, for the safety of you and everyone else around you, I still think you should keep the use of the Omnitrix to a minimum."

"See?" Gwen said, still mad, but smiling triumphantly.

"But," Max continued. "I understand how much the Omnitrix means to you, and I know it can do a lot of good for the world. So from now on, only use it in life-saving emergencies, okay?"

Ben smiled from ear to ear. "You got it, Grandpa!" he said, turning to give Gwen a smug look.

"Ugh!" Gwen groaned, storming off into the bedroom and slamming the door.

 _I am so sick of that thing!_

* * *

 **Author's note:**

I'm back, and Anime Boston was great! I got to meet the NGNL voice actors, I saw the English premier of Re:Zero, and I bought some sweet merch. It was a good weekend!

Since this was another short chapter, I managed to make up for lost time and get this chapter done sooner than expected. This chapter kind of had a lot of action scenes, which I don't like writing, so don't expect that to be a trend.

Reviews:

csgt: "I'm intrigued by the last exchange between Ben and Julie. I might be wrong, but the "Maybe next year" makes me thing we haven't seen the last of the Benlie storyline yet."

Since it's not really a spoiler I'll say there isn't anymore Ben/Julie stuff. Julie isn't cut out of Ben's life entirely though, so you'll see her again.

Pr0dz: "I expected Ben to at least mature a bit more."

Oh hey Gwen, what are you doing here?

Fire-Vortex: "I love you man awesome story!"

And I love you, random commenter!

Davidscrazy234: "I like they're chemistry so much. Do u think u can make a chapter where they meet Ben's 15 year old self? And he shows his version of the Omnitrix?"

There will be very little from any of the sequel series in this story since I haven't seen more than a few episodes of them. Besides, he's already 13 and a half. His 15 year old self wouldn't be too much different.

frostywaffles129: "Love the story and how you actually take your time with the Character development I fell in love with the story around chapter4 and haven't missed one since keep up the good work. PS will Max ever find out dieing to know."

There's nothing to find out yet. Plus, that's clearly a spoiler question, I don't really answer those.

naiveLiLme: "Hey, I just want to let you know that silent readers (like me) supports you every step of the way. Keep up the good work."

Thank you! I get way more views than comments, so I know there's lots of people like you out there. I appreciate all of you as well!

Jagcity: "The first (and only) Fanfics that I used to read when I was still small was Code Lyoko. I'm not sure if you have ever watched that show, but it was the only cartoon that seemed to have the perfect balance between friendship/character building and action/fighting. I could be wrong, but it doesn't seem like we get these kinds of shows (or at least cartoons), anymore these days. I want Serial Television NOT Series Television. Your Story is exactly how I wish Ben 10 would've been like."

Dude, Code Lyoko was amazing! I absolutely loved that show when I was a kid. Probably the best show ever to air on Cartoon Network. I agree that modern cartoons tend not to have the same level of quality behind the story and characters, which is kind of why I mostly watch anime instead these days. You might want to check out Young Justice, which has the same mix of character development and action that made Code Lyoko so good. It's a more recent show that's coming back for a third season this year, you might like it.

Jagcity: "It's crazy how I had completely forgotten about this show, and I feel so old now that I'm looking back! This show aired from 05' - 08', but it feels like it was yesterday! Now I'm in College, I don't play video games or do anything fun anymore and will be applying for medical school very soon. It just so happened that I had some floor mates last year taking a stroll down memory lane watching childhood cartoons, and Ben 10 was the one that struck home for me. **I think it was probably Gwen's bright orange hair that caught my attention and Meagan Smith's matchless voice, LOL. Besides music, I think your story is the closest thing to a time machine."

I'm right there with ya, man. I was 11 when this show came out, and I just graduated from college last year. I randomly came across Ben 10 again a few years ago and decided to rewatch it, which is partly why I ended up writing this story about it. Gwen was one of my first cartoon crushes too, her orange hair and Meagan Smith's voice are just too cute!

stormsyaf: "my biggest issue is lucy. i dont really like her. i feel like she's more of a third well and I don't really like her. I don't why. i just dont like her."

My biggest issue is when a reader thinks it's bad for a character to have flaws. If she feels like a bit of a third wheel, maybe that's because she kind of is. She's super friendly, but she inserts herself into other people's lives too aggressively in a way that has already bothered Gwen quite a bit.

Matthew: "I think you already addressed this before, but I hope you don't involve Kevin Levin anywhere in this story."

Yes, I've already said he won't be involved. In my story, he's still trapped in the Null Void, and Gwen isn't stupid enough to fall in love with someone who tried to kill them just because he's a 'bad boy.'


	28. August, Year 3 (Part 1)

**August, Year 3 (Part 1)**

"A summer vacation isn't complete without Beach Day, right?"

That was the explanation Max had given to Ben and Gwen. However, Gwen could tell the real reason was he thought it might give the two of them a chance to cool down. Her fights with Ben had been getting progressively worse as the summer went on, and any hero-ing or alien fighting only seemed to cause more problems. Even after realizing it, Gwen hadn't always been able to avoid it so far, so she was actually kind of glad her grandfather was trying to give them a nice, relaxing day at the beach.

 _Just as long as no aliens show up to ruin it._

The idea turned out to be very well timed since they also happened to find out Lucy, Joel, and Camille were on their own vacation close by, and so the six of them had decided to meet up and have their beach day together.

"C'mon, Gwen! What's taking you so long?" Ben shouted through the door to their bedroom in the Rust Bucket.

"Shut up!" Gwen shouted back. Standing before the mirror, she nervously examined her appearance in her new, light blue, one-piece swimsuit. It had been a year since she'd last been to the beach. She couldn't believe how different if felt now. It meant nothing before, but now, wearing a swimsuit made her feel practically naked. For one, all of her legs were exposed. That didn't used to matter, but in school, she'd heard girls get called 'slutty' for showing too much leg.

 _Does that still apply at the beach? But how could it? What girl covers her legs at the freaking beach?_

"This is so stupid…" she muttered to herself, trying futilely to stretch the material of her swimsuit to cover more.

 _Will people be looking at me in this? Will Ben notice anything different about me?_

Gwen cringed at that thought.

"Gwen, come on! Me and Grandpa have been ready for like ten minutes already!" Ben shouted through the door again.

"Alright! I'll be out in a second!" Gwen shouted back irritably.

Turning to the mirror one last time, she took a deep breath.

 _It's fine. I'm way overthinking this._

Opening the door and stepping out of the bedroom, Gwen immediately glared at Ben, silently challenging him to comment on her swimsuit or her body or anything else at the moment.

But Ben didn't seem to notice or care in the slightest. "Ugh, _finally!_ " he moaned dramatically. "Can we go now, Grandpa?" he asked, turning away from Gwen.

"Yes, I think we're all set. Let's head over to the beach," Max said.

Gwen was relieved. Ben would take any available opportunity to make fun of her. If not even he was going to do it, she figured she was in the clear.

As they walked across the parking lot towards the sand, Gwen noticed something about Ben. He was wearing his swimsuit, but he still had his shirt on. Max did too, but he always did. She thought back to every time they'd been to a beach, pool, or waterpark together, but she couldn't recall a single time Ben had worn a shirt while he had his swim trunks on. He usually went shirtless so he could jump right in the water as soon as he could.

"What are you looking at, Dweeb?" Ben asked, noticing her stares.

"Why are you wearing your shirt? Aren't you going in the water?" Gwen asked out of confusion.

"...Well, yeah...but, not yet, so..."

Gwen thought he seemed embarrassed.

 _Is he afraid to take his shirt off?_

Gwen found that idea surprising, but it caused her to breathe a sigh of relief. For some reason, it always made her feel less self-conscious when she knew Ben was too.

"Joel said they were here already," Max said as they arrived at the sandy beach. It was a sunny summer day, so it was already crowded with other beach-goers. "So we'll just have to walk down the beach until we find where they've set up."

As they walked around looking for the others, Ben fiddled with the Omnitrix, which made Gwen roll her eyes, but she thought better of antagonizing him over it.

 _It's our day off. Don't start anything._

With the sun beating down on her, Gwen was beginning to feel hot. Holding up her hand to cover her eyes, she looked up. She didn't see a cloud in the sky. But as she wondered how they managed to find a perfect day for the beach like this, she bumped into Ben, who had suddenly stopped walking.

"Ow!"

"Whoa…" Ben said under his breath.

"What? What is it?" Gwen looked ahead to where Ben was looking and saw what he saw. Lucy was sprinting towards them across the sand, wearing a red bikini.

 _Oh, come on..._

"Ah, there's Lucy!" Max said happily, spotting her as well.

"Yaaay!" Lucy yelled as she got close to Ben and Gwen, leaping forward and wrapping an arm around each of them. They stumbled back and nearly fell over as they caught her. "You're here! You're here!" she shouted happily, hugging them both tightly.

Gwen laughed as she pushed Lucy off of her. "Okay, okay, yep, we're here alright."

"And Uncle Max!" Lucy said, stepping to the side to give him a hug as well. "It's so good to see you guys!"

"It's good to see you too, sweetheart," Max said.

"Come on, we're right over here." Lucy grabbed Ben and Gwen by the hand and pulled them along back the way she'd come from.

As Lucy and the others approached the spot where she'd set up, Joel and Camille stood up on the beach towels they'd laid out. Joel was in a swimsuit as well, but unlike Ben, he had no shirt on.

 _Whoa. I didn't know he had...abs._

Gwen shook that thought from her head and turned her attention to Camille, who wore a sarong over a bikini that Gwen found much more modest than Lucy's.

"Uncle Max!" Joel said, stepping forward to shake Max's hand. "Ben, Gwen. Good to see you all!" he said, nodding to each of them with warm smile.

"Hello, Max," Camille gave Max a hug and a friendly kiss on the cheek. "And my little heroes, how are you two?" she said, stepping in front of Ben and Gwen and leaning forward to ruffle their hair.

"Uh, um, okay," Ben said awkwardly.

With Camille leaning forward like that, Gwen followed Ben's eyes and could tell where he was looking. Without thinking, she stomped on his foot.

"Ow!" Ben complained. "What was _that_ for?"

Gwen shrugged.

Joel and Camille laughed heartily. "Still at each other's throats, huh?" Joel said with amusement.

"They sure are," Max agreed.

Ben, Gwen, and Max put their stuff down next to everyone else's. Max sat down to talk with Joel and Camille for a bit, so Lucy took Ben and Gwen by the hand again. "Let's go have fun!" she said, taking them to hang out further down the beach.

Once they were away from their guardians, Lucy stopped and stood in front of the two of them. "Well, whaddya think?" she asked, posing with her hands on her hips.

"About what?" Ben asked.

"Of my new bikini, silly!" Lucy said, giggling. "Pretty hot, right?" she asked, pivoting on one foot to spin around quickly.

Ben looked down, and Gwen reflexively elbowed him in the ribs. "Ow! Gwen, seriously!" Ben moaned.

Lucy giggled. "Don't worry, Gwen. You look great in that too. And you," she said, stepping closer to Ben and grabbing the hem of his shirt. "When does this come off?"

Gwen reached out and smacked her hands away. "Quit harassing him, you perv."

Lucy laughed softly. "Alright, alright, ya buncha prudes." She took a step back, waving her hands in surrender. However, her train of thought seemed to shift suddenly as her eyes lit up with excitement. "Ooh! Ooh!" she shouted, bouncing up and down and grabbing Gwen's shoulder. "Guess what?"

"What?" Gwen asked, wary that this was a setup for more of her teasing.

"After we get back from our trip, we're gonna finish moving! To Bellwood! Where you _live!_ " Lucy exclaimed. Ben and Gwen already knew she'd be moving to their town, but she excitedly reiterated that fact regardless. "We'll practically be neighbors! And I'm gonna go to your school! And it'll be _so_ _awesome!_ " Lucy squealed.

Gwen smiled. "It'll be nice to have you back in town." She thought back to the few months she'd spent living with Lucy. It had been difficult at times, but sometimes she missed having a 'sister' to hang out with around the house.

Glancing over at Ben to see what his thoughts were on the matter, she found him awkwardly looking all around him. He seemed to be trying very hard to hide the fact that he was occasionally glancing at Lucy.

 _Is he actually...Come on, that's still weird, right?_

She'd seen him looking several times already since they'd arrived at the beach, but even though she'd hit him for it, she'd figured he was probably doing it mostly out of reflex. But that certainly wasn't the case right now. He seemed to be checking out Lucy quite purposefully.

 _Our cousin._

Gwen shuddered a bit, turning her attention away from Ben.

 _This is weird._

"Hmm? Gwen? What's the matter?" Lucy asked.

"Nothing, just…" Gwen trailed off. She was finding it hard to think of an excuse. She was finding it hard to think of anything at the moment. Everything just seemed so confusing all of a sudden, and she couldn't understand why.

Lucy tilted her head curiously, but gave her a concerned look.

After a brief silence, Ben cleared his throat. "So...what do you guys wanna do?" he asked, mercifully drawing Lucy's attention off of Gwen.

"Hmm…" Lucy looked around. "Ooh! Ooh!" she said, bouncing on her feet and pointing towards a volleyball net set up a short distance down the beach.

"Volleyball?" Gwen asked. Her head was starting to clear a little. The idea of playing a fun beach game instead of fighting aliens or dealing with whatever _this_ was sounded like exactly what she wanted to do right now. "Alright. You're on," she said, some enthusiasm already returning to her.

 _It's still our day off. Relax._

"Sure, let's do it," Ben said. Gwen was somewhat surprised since Ben had never been very good at sports, but she figured he couldn't say no to a challenge. "You wanna get Grandpa and the others in on it?" Ben asked.

"Yeah! Then we can do three-on-three," Lucy said.

"What are the teams?" Gwen asked.

"Duh! Me, Camille, and Joel versus you two and Max!" Lucy decided.

"Alright."

Ben and Gwen agreed to the teams, so the three of them went back to get the others.

* * *

After the volleyball game, the Tennysons hung around the beach for a while longer until it was time for dinner. Near the beach, there were several outdoor grills set up for visitors to use. Luckily, Joel was able to volunteer to cook hamburgers and hotdogs for everyone, thus preventing Max from being in charge of the cooking.

When they all sat around the picnic table to eat, Ben and Gwen sat at opposite ends. Lucy noticed this, and was a bit troubled by it. For as long as she'd known them, they'd always sat next to each other at family gatherings, if nothing else but to be one another's 'lifeline' to avoid getting trapped in conversation with strangers or certain other family members.

 _What's wrong with them?_

She'd seen them fight plenty that day, especially during the volleyball game. They both had fun, but it had seemed like they were more interested in competing with each other than with the other team. This ultimately cost them the game, and neither seemed very happy with the other afterwards.

Aside from that, there were those little love taps Gwen kept giving to Ben whenever she caught him checking out another girl.

 _How adorable was that?_

But as far as Lucy was concerned, these things weren't beyond the scope of Ben and Gwen's usual bickering.

Also, Lucy sensed there was something off about Ben in particular. He wasn't as playful and energetic as he usually was, and he normally responded better to her flirting, even flirting back sometimes. But not today.

 _What the heck? Being surrounded by three hotties in swimsuits all day should make any guy happy._

Lucy figured something must be wrong, and it wasn't just some small fight the two of them were having. Something had probably happened on their trip. So, she sat down next to Gwen and began planning how she was gonna get one of them alone to have a little talk.

 _Time for Lucy to get to the bottom of this!_

She saw her opening after dinner. Everyone was finished eating, but Ben was still having a conversation with Joel about Plumber stuff on the other end of the table.

 _Perfect._

"Hey Gwen," Lucy said to get her attention.

"What?" Gwen asked.

"Let's go for a walk," Lucy suggested with a smile, standing up.

Gwen looked at her for a moment, then glanced around the table at the rest of the family. "Sure, I guess."

"Hey, Camille," Lucy said, tapping her surrogate mother on the shoulder as they passed her.

"Yes, sweetie?" Camille replied.

"Me and Gwen are going for a walk. Be back in a bit!" she informed her quietly enough not to draw the attention of the rest of the family.

"Okay," Camille said, smiling and waving at them as Lucy led Gwen back to the beach.

Once they were a fair distance away from the others, Gwen spoke up as they continued to walk along the shore. "So, what's up?" she asked Lucy, probably suspecting Lucy had some reason for wanting to be alone with her.

"Not much. Just wanted to ask you some things about your school," Lucy said, deciding to ease into things for once.

Gwen gave her a confused look that said 'That's it?', but didn't say anything about it. "Uh, okay. Like what?"

"Is it hard?" Starting in September, Lucy would be going to Gwen's school. Although she'd already lived with Gwen for a few months, she'd never been to her school, having taken online classes instead.

Gwen chuckled a little. "Yeah, it gets pretty tough. No offense to Ben's school, but mine is much more intensive, as far as I can tell."

"But you still do pretty well?"

"Well, yeah. I guess," Gwen said modestly. From what Ben had told her, Lucy knew Gwen was practically a straight-A student.

"Good! Then I can just copy off you!"

Gwen laughed. "I'm sure you'll do fine, even without copying my homework."

"Does your school have any dances?" Lucy asked.

"What, like prom?" Gwen asked for clarification.

"Yeah, like that."

"Uh, well, the high school has the _actual_ prom. The middle school has some kind of winter formal thing for the eighth graders before Christmas break, though," Gwen explained.

"Oh, sweet! So we get to go this year!" Lucy said excitedly. Lucy saw it as perfect timing since she and Gwen were going into eighth grade in September.

For a while longer, the two of them continued to discuss Gwen's school and other aspects of life in Bellwood which Lucy hadn't been able to fully experience while staying with Gwen before. As they talked, the sun started to go down as they got further down the beach, so they decided to sit down and watch the sunset for a bit before heading back. They sat in silence, admiring the colors of the sky.

 _This is actually pretty romantic..._

Lucy considered pointing that out to Gwen since she knew it would annoy her, but she decided against it.

 _I gotta be serious right now._

"Gwen?" Lucy spoke.

"Yeah?" Gwen turned her head.

"Is everything alright with Ben?"

Gwen furrowed her brow. "...What do you mean?"

"I don't know. He just seems sort of...down...to me," Lucy explained. "He usually jokes around a lot. And he's usually more energetic and...friendly." Lucy was going to say 'flirty,' but she didn't think that would be helpful. "I mean, he was fun to hang out with today, but he just didn't seem himself all the time." Lucy also chose not to point out that Ben and Gwen had been fighting a bit today, since she knew Gwen must've already been aware of that.

Gwen looked off into the horizon for a moment before answering. "It's the Omnitrix," she said, letting out a sigh.

Lucy tilted her head in curiosity. "What about it?"

"Someone's been tracking us all summer. Whenever he uses it, we get attacked by these drones, so Ben hasn't been able to use it as much as he'd like," Gwen explained.

Lucy was having trouble reading Gwen. On the one hand, she seemed to feel bad for Ben. On the other hand, there was clear resentment in her voice.

"Are you okay with that?" Lucy asked.

"Okay with what?"

"Well...I'm sure the situation must be pretty hard on you, too."

"It's only been hard for me because of how _obsessed_ he is with that thing," Gwen said, the resentment in her voice becoming more and more obvious.

Lucy was worried about pushing Gwen too much. This was definitely something Gwen felt very strongly about, and she didn't want to do anything that would cause problems for her and Ben. "What do you mean 'obsessed'?" Lucy asked, being very careful with her tone of voice.

"He's just…" Gwen closed her eyes and pursed her lips, taking a breath before speaking again. "He acts like our summer trip is all about him getting a chance to use the Omnitrix. He just wants to collect all the aliens he can and...be a hero."

"And you don't like him doing that?"

"Our summer trip isn't supposed to be about _him!_ " Gwen said. "It's about all of us. Ben, Grandpa, and me...Well, and you, too, now," Gwen added, looking Lucy in the eye.

 _Wow._

Lucy smiled warmly at her inclusion. Gwen probably didn't realize how nice that was to hear. "I'm sure Ben feels the same way," Lucy said. "I know he can seem selfish, but he definitely cares a lot about you and your grandpa."

"Yeah, yeah, I know," Gwen admitted. "But still, it would be nice if he acted like it a bit more often..."

"Do _you_ act like it?" Lucy asked.

"What?" Gwen narrowed her eyes, turning to Lucy in confusion.

"Have you told him all this? About why his obsession with the Omnitrix bothers you?" Lucy asked. She suspected all Gwen had done so far was berate him about it, which probably wasn't helping the situation a whole lot.

Gwen nervously scratched the side of her head as a guilty look flashed across her face. "I…" She struggled to get words out for a moment, then she sighed. "I...I guess I could stand to tell him a bit more..."

Lucy smiled brightly. "I think that's a good idea." She leaned in to give Gwen a hug, which Gwen returned. Acting on impulse, she gave Gwen a light kiss on the cheek as well.

"H-Hey!" Gwen nervously stuttered.

Lucy just giggled, resting her head on Gwen's shoulder. A comfortable silence followed as Gwen and Lucy sat together, watching the sun continue to set.

"You know, with this beautiful sunset, this is actually kinda romantic…" Lucy finally decided to say out loud.

"Okay, that's enough," Gwen said, pushing Lucy off of her and standing up to head back.

Lucy giggled as she fell into the sand. Unbeknownst to Gwen, she wore a victorious smile as she stood up to follow her.

 _Just as planned._

* * *

By the time Gwen and Lucy got back to the picnic area, it was pretty dark. Joel and Camille were packing up their things to bring back to their car, and Ben and Max were loading their things back into the Rust Bucket.

"Lucy," Joel greeted her as she approached. "It's getting kind of late, and we still need to drive back to the hotel. You ready to get going?"

"You guys are staying in a hotel?" Ben asked.

"Well, duh! Not everybody has a Rust Bucket, you know," Lucy said before turning her attention to Joel. "Sure, we can head back. Are we gonna see them again tomorrow?" she asked, gesturing to Ben, Gwen, and Max.

"We're still in the area for another day, and then we're leaving the next morning. How about you, what are your plans?" Camille asked Max.

"We don't have any specific plans for the next few days, so if the kids want to spend another day or two together, we can stay," Max said.

"Yay!" Lucy cheered, throwing her hands into the air. "Thanks, Uncle Max!" Without any warning, she turned to her side and wrapped Gwen in a hug.

"Oomph!" Gwen grunted.

"See you tomorrow," Lucy said excitedly, giving her another kiss on the cheek.

"Y-Yeah, see you then," Gwen said, still a bit weirded out by Lucy's antics.

Ben braced himself, knowing he was next in line for Lucy's goodbye. When she let go of Gwen, she grabbed him and pulled herself in real tight.

 _Oh, come on..._

Lucy seemed to deliberately press her chest into his, and Ben reluctantly placed his hands on the bare skin of her back as he returned the hug. Pulling back, Lucy smiled and looked Ben in the eyes, giving him a quick, flirty eyebrow raise. "See you tomorrow," she said suggestively.

"Uh, uh," Ben struggled to form words.

" _Lucy_ ," Gwen and Camille said in unison.

 _Why does she always do things like this?_

Lucy jumped back from Ben, giggling and holding up her hands as if to show she wasn't doing anything inappropriate with them.

The rest of the Tennysons said their goodbyes as well, and they decided on a time to meet up for breakfast the next morning.

"So what were you and Lucy doing earlier?" Ben asked Gwen as they climbed into the Rust Bucket together.

"Oh, you know. Just...talking about my school and stuff," Gwen said. As Ben spoke to her, she couldn't help repicturing the scene she'd just witnessed. The way Lucy had hugged Ben, the way he was obviously affected by her flirty behavior…

 _Oh no._

Gwen felt lightheaded all of a sudden. That same dreadful sense of anxiety and confusion she'd experienced earlier that day on the beach began to overtake her.

 _What the hell is wrong with them? What the hell is wrong with ME?_

Her opinion on Lucy was quite torn at that moment. She had just given her some rather sage advice, convincing her that she needed to have a serious talk with Ben. But immediately afterwards, she went and did something like _that_ , which somehow made it _impossible_ for her to talk to him right then.

 _Goddammit, Lucy._

"You feeling alright, Gwen?" Max asked with concern, seeing the expression on her face as she rubbed her temple.

"Y-Yeah," she claimed. "I think I'm just tired…"

"Too tired for a quick game?" Ben asked, grabbing a controller off the table.

"I…" Gwen really wanted to accept his invitation, but just looking at him was giving her vertigo. "Not tonight. I'm going to bed."

"Aw, fine. Good night."

"Good night." Gwen quickly made her way to the bedroom and shut the door behind her, exhaling deeply. She still wasn't sure exactly what had come over her, but something about Ben and Lucy was driving her out of her mind with uncertain discomfort.

 _How am I supposed to talk to him like this?_

* * *

The next morning, Gwen was already sitting at the table on her laptop when Ben left the bedroom.

"Morning, Dweeb," he greeted her.

Gwen gasped and flinched. She'd been feeling a little tense ever since the night before, and she hadn't been prepared to hear Ben's voice so suddenly. "M-Morning," she stuttered, not looking up from her computer screen.

"Hmm?" Ben sounded confused by her reaction. "What's-"

"Ah, good morning, Ben." Max stepped into the room, slapping Ben on the back.

"Ow. Morning, Grandpa," Ben said.

"You two ready to eat?" Max asked. "Joel found a wonderful place for breakfast. We should head over there now if we wanna meet them."

As Max went to the front of the Rust Bucket to start driving, Ben sat down at the table. Gwen froze up when Ben sat down across from her, but she slowly relaxed after a while, since Ben wasn't talking or looking at her. Peeking over the top of her computer screen, she saw he was staring out the window with a blank expression on his face. For some reason, the idea popped into his head that he was still thinking about Lucy and Camille.

 _He didn't do anything wrong. It's perfectly natural. It's just...gross...for me to know about it._

Gwen took some deep breaths. Despite being close enough to one another to talk about almost anything, even to the point where Ben had asked her for advice on his love life, this was one area they had never broached. Even thinking about it made Gwen cringe.

Neither of them said anything for the duration of the short ride to the restaurant. When they got there, they stepped out of the Rust Bucket and looked around the parking lot for Lucy and her family.

"You think they're here yet?" Max asked.

"Uh, yep," Gwen said, pointing towards the other side of the parking lot. Joel and Camille were leisurely strolling towards them, while Lucy was sprinting on ahead of them.

"Yay!" Lucy cheered. "You guys are here!"

 _At least she's wearing clothes today._

"Yep, we are," Gwen said.

Joel and Camille caught up with Lucy, and the two of them exchanged much calmer greetings with Max and Gwen.

Lucy whipped her head back and forth a few times. "Where's Ben?" she asked.

"Huh?" Gwen looked around, confused, but saw Ben was standing behind Max's back. "Oh, he's right here," she said, pointing to him. Max, realizing he was blocking their view of him, stepped to the side.

Ben stood with his eyes cast down to the ground. "Uh, hi," he said, lifting up his hand to wave, but refusing to look at Lucy.

" _Yay!_ " Lucy cheered again, giving Ben his hug. He groaned in discomfort, his hands hovering behind her like he was afraid to touch her.

 _What the...Why is he acting all weird?_

"Let's go eat!" Lucy said, grabbing Ben's hand to lead him along as she skipped towards the entrance to the restaurant. Ben reluctantly followed her with a look of concern on his face.

Gwen considered Ben's strange behavior. Lucy's presence obviously seemed to be making him uncomfortable. She couldn't see any other reason for it, so she concluded that perhaps he felt a little weird about being attracted to Lucy like that. Gwen scrunched her face up in disgust, but she couldn't help feeling bad for him too.

 _As bad as this is for me, it must be a thousand times more awkward for him._

After going inside the restaurant, the Tennysons all sat together at an open table and ordered their breakfast. Ben sat at the far end with Max and Joel, far away from the girls. Gwen was content to leave him alone and let him get over his own awkwardness while she got over hers. However, throughout the meal, Lucy kept trying to talk to him from across the table.

"Hey Ben! Did I tell you where our new house is? It wasn't close enough to your school for me to go there, but it's still pretty close to your house. Isn't that great?"

"Uh, yeah. That's, that's pretty cool." He responded with a brief, mumbled answer, and then went back to talking with Max and Joel. He did this every other time Lucy tried to get his attention too.

 _I wasn't imagining it. He's definitely feeling weird around her._

Gwen felt Lucy's arm nudge her, so she looked up from her breakfast. Lucy gave her a worried look, nodding her head in Ben's direction, silently asking a question. She must have also noticed Ben's behavior, and the fact that Gwen wasn't making any effort to talk to him either.

Gwen shifted her eyes over to Ben, then back to Lucy. She gave her a nervous grimace, not really wanting to talk about it, not that they could have that kind of talk right there at the breakfast table with everyone else around them. However, she figured the other girl wouldn't be satisfied until she got an explanation, so she mouthed the word 'Later' to Lucy, who nodded in acceptance.

* * *

Lucy had been hoping to get a chance to have a chat with Ben since she'd already had a little one-on-one talk with Gwen the previous day. However, with Gwen's promise of 'Later,' and with Ben currently avoiding her, Lucy didn't really have a choice. It wasn't difficult to get Gwen alone while the rest of the Tennyson family was distracted with other activities, especially when Ben seemed intent on avoiding them both. And since both of their parties had decided to spend one more day together before splitting up, they still had plenty of time.

"So, what happened with Ben?" Lucy asked, now alone with Gwen in the Rust Bucket.

The look on Gwen's face told her there was a problem, but she didn't speak yet. This made Lucy a little worried. "Did you guys have a fight?" she asked, thinking Gwen might have tried to discuss Ben's Omnitrix obsession and he might not have taken it very well.

Gwen shook her head, slumping into a seat at the table.

Lucy sat down across from her. "So what is it?"

Gwen stared at her for a moment. The words to express the situation didn't seem to be coming to her easily. "It's...awkward."

Lucy raised her eyebrows, now extremely curious, but trying to hide her amusement for Gwen's sake. "What kind of awkward?"

Gwen put her elbow on the table and leaned her forehead into her hand, taking another deep breath. "Yesterday, Ben was kind of...checking you out."

Lucy waited for a moment, expecting more, but that seemed to be all Gwen had to say. Relieved, she smiled. "Heh. I know. He's _really_ bad at hiding it, isn't he? Told ya that bikini was hot!"

Gwen looked incredulous, then narrowed her eyes at her.

"It's alright, you don't have to be jealous," Lucy said.

"I'm _not_ -"

"He was checking you out, too."

After being cut off, Gwen sat there with a blank look on her face. She seemed to be having trouble processing what Lucy had just said. "...Excuse me?"

"Ya-huh, you heard me. I wasn't lying about you either. You looked _great_ in your swimsuit. Don't underestimate one-pieces, especially with your body type. Ben was _totally_ into it."

"He's. My. _Cousin._ "

"Didn't seem to bother him yesterday. Is that why he was being so weird today? Oh jeez, I bet he had some _great_ dreams about us last night!"

Gwen slammed her hands down on the table. "That's _enough_ ," she shouted, putting on a serious face and raising her voice.

Lucy flinched and stopped giggling immediately, a look of fear appearing on her face.

Gwen glared at her for a moment, then took a deep breath. "Look," she spoke in a low voice. "I know you don't mean anything bad by it when you talk about stuff like that. But I don't like it. I can put up with it once in a while because I know you like it and I know you like teasing me and everything, but now you're taking it too far."

 _Oh my god, oh my god, I'm sorry, I'm sorry, don't hate me, don't hate me..._

Lucy shrank back into her seat, looking frightfully apologetic. "I'm sorry," she said fearfully, without a hint of her usual cheerful energy in her voice.

Gwen leaned back and let her expression soften. "It's alright. Just as long as you understand."

Lucy nodded glumly.

 _I guess I could've handled this more delicately..._

The two of them sat in silence for a moment before Lucy spoke again. "So, what are you gonna do?"

Gwen shrugged. "Nothing. I'll get over it. He didn't do anything wrong, and neither did you, really. It was just...kind of shocking, I guess."

Lucy nodded her head in acceptance. "I should do something, though," she said. Gwen looked at her questioningly. "I don't want him to feel awkward around me," she explained.

Gwen looked like she wanted to say something, but was afraid to, so Lucy gave her a look that urged her to just say it. "You're not, like...grossed out? That he looks at you that way?" Gwen asked.

Lucy shook her head and smiled warmly. "Not at all," she said. "I think it's really flattering. It means I chose well when I picked out this shape." Lucy giggled. "I know this body isn't real, but it's still mine, ya know? It's nice to know it's appreciated."

Gwen nodded, but she looked like she still didn't completely understand.

"Are you grossed out?" Lucy asked her.

Gwen's face hardened. "He's my _cousin_ ," Gwen reminded her once again.

"Well, okay, but what if it wasn't Ben? What if it was some guy from school?" Lucy asked.

Gwen looked off to the side, taking a moment to think it over. It must have been embarrassing for her to think about, because she started to blush.

 _Holy crap she's cute._

"I...I don't know," Gwen said. "I really just don't know how to feel about that stuff right now..."

"That's okay," Lucy said, giving her an understanding smile. "Not everyone's as into it as me."

Gwen looked questioningly at Lucy. "So...what _are_ you gonna do about Ben? To make him less awkward around you, I mean."

Lucy shrugged. "I'll just talk to him about it."

"You can't do _that_ ," Gwen insisted.

"Why not?"

"Won't that just make it even _more_ awkward for him?"

 _Aw, she cares so much about him!_

However, what Gwen had said made her reconsider. She had already really upset Gwen by trying to be upfront with her about this. Maybe trying to talk to Ben about it wouldn't turn out any better.

"...Well, I guess you have a point. If you _really_ think it's for the best, I'll drop the whole thing," Lucy offered.

"I think it's for the best," Gwen confirmed.

"Then consider it dropped."

 _If I'm gonna teach them how to push forward, I guess I'm gonna have to learn how to back off._

Gwen looked relieved. "Thank you."

"You're welcome. However, there's _one_ thing I'm not dropping yet."

"What's that?"

"While we're on the topic of tough conversations, did you talk with Ben about his Omnitrix obsession yet?"

Gwen was caught off guard by the sudden change in topic. "Uh, no. Not yet. I didn't get the chance to last night. I was kinda busy worrying about the other thing."

"I get it," Lucy said, letting Gwen know she understood. "But for the record, I still think you need to do it."

"Yeah. Yeah, I know," Gwen agreed.

* * *

After having their little private chat, Gwen and Lucy met up with the others, and they spent the rest of the day together as the Tennyson family. They wandered around trying out touristy stuff and buying souvenirs, and they all had dinner together in the evening.

For Lucy, holding back with Ben was tough, but she endured it for Gwen's sake. She wanted more than anything to talk to him about Gwen and do something to help work out whatever issues they were having, but she'd promised she wouldn't do anything. She even held off on flirting with him for the rest of the day, which she hoped Gwen appreciated.

They split up again for the night when Joel and Camille took Lucy back to their hotel. In the morning, they all met up one last time for breakfast before it was time for the two groups to finally part ways.

"It was great seeing you again, Uncle Max," Joel said, shaking his hand.

"You too, Joel," Max replied, standing in front of the Rust Bucket.

"Hopefully we'll be able to see you more often now that we'll be in Bellwood as well," Camille said.

"That's right!" Lucy cheered. "The next time you see us, we'll practically be neighbors!" She turned to Gwen and gave her one last hug. "And _we'll_ be _classmates!_ How great is that?"

" _So_ great," Gwen said, semi-sarcastically. "But it was nice to see you. I look forward to having you around more."

Lucy took the opportunity to whisper into Gwen's ear. "You'll feel better about everything once you talk to him."

"I know, I know…"

Lucy giggled, thinking Gwen sounded like a child whose mother had given her one too many reminders. After stealing a quick kiss on the cheek, she stepped to the side to say goodbye to Ben before Gwen had a chance to retaliate. "We won't be in the same school, but we're gonna hang out, like, every day, got it?" she said in a jokingly commanding voice.

"Yep, definitely," Ben agreed.

Lucy nodded with a bright smile, looking back and forth between Ben and Gwen. "Good luck!" she said simply, which made them both look a little confused.

After one final goodbye, Joel, Camille, and Lucy got into their car and drove off.

"So did you have a good time with Ben and Gwen?" Camille asked from the passenger seat, looking back at Lucy.

Lucy nodded enthusiastically. "Yep! Sure did!"

 _And I hope we made some progress._

* * *

 **Author's note:**

Part 2 is up as well. Sorry for the wait, but I really needed to change something major in this month in order for other stuff to make sense later, so it took a lot of rewriting. I've also been really busy with work recently, so it took even longer than I expected, but hopefully I won't have any more chapters that require this kind of rework.


	29. August, Year 3 (Part 2)

**Author's note:**

This is part 2. Part 1 was posted at the same time, so be sure to read that first.

 **August, Year 3 (Part 2)**

Things had gotten a little better between Ben and Gwen over the course of the past week. They had somehow managed to avoid any alien or crime-related incidents since their beach day, and with no chance for Ben to use the Omnitrix, there had been very little to fight over. After having spent most of the summer bickering a bit more than usual, Gwen was glad they were finally getting back to being on good terms.

However, she still hadn't had that 'serious talk' that Lucy had suggested she have with Ben because she kept finding reasons to put it off. At first it was because she was still a little awkward around him, and then it was because she couldn't find a moment for them to be alone away from Grandpa. But after a week of no fighting, she didn't want to risk spoiling things by bringing up a sensitive topic. However, she knew their temporary peace could never last the rest of the summer.

On a warm summer day, Ben, Gwen, and Max were eating lunch at a table outside a small restaurant in the city. Ben and Gwen were discussing a show they'd stayed up late watching the night before when their conversation was interrupted by the sounds of tires screeching and police sirens blazing. A car, speeding away from the cop cars in pursuit, was headed straight for them. The Tennysons had just enough time to leap out of the car's path as it crashed through the tables and chairs set up outside the restaurant.

Ben stood and watched the cop cars go by with a determined look in his eye. Without saying anything, he held up the Omnitrix, ready to go hero.

"Ben, no!" Gwen shouted, reaching out her hand.

Ben looked over at her. "They're getting away," he said.

"It's probably nothing! Let the police can handle it, they were right behind them."

"So?" Ben asked. "I can handle it better."

"She's right, Ben," Max cut in. "This isn't an emergency. For all we know, it's just a guy who got caught speeding and doesn't want a ticket. You need to keep your Omnitrix usage to a minimum."

"Or it's a couple of bad guys with a hostage who will run over a dozen people before the police can stop them," Ben argued. "I'm not waiting around to find out."

"Ben, _come on!_ " Gwen begged, but it was no use. In a flash of light, Ben went XLR8, and he was gone. " _Ugh!_ That little…" Gwen groaned. With an angry, determined glare, she waved her hands to create a magic flying disk and hopped on top of it. "I'm going too."

Max sighed. "I guess I'll just wait here, then."

Gwen should've been worried about flying over people and using her magic in public without her Lucky Girl costume on, but she was too mad to think about that sort of thing right now.

 _He just HAD to do this NOW…_

Even as she chased after Ben, Gwen was scanning the skies, looking for the next squadron of drones tracking Ben down. Looking for Ben was difficult for her since he was moving so fast, but luckily, she was able to follow the sounds of the police sirens, knowing they would lead her to Ben one way or another.

On the ground, the speeding car had finally run out of luck. It wasn't able to make a turn in time and was headed straight for a wall. Two passersby were in the way, and they screamed in panic as the out-of-control car sped at them.

A blue blur pulled them out of harm's way at the last second. The car hit the wall without hitting anyone else, but the driver and his passenger weren't so safe. XLR8 ran to the driver's side and pulled off the door, tossing it to the side.

From up in the sky, Gwen couldn't hear anything they were saying, but she saw XLR8 grab the driver and pull him out of the car. They yelled at each other for a second, then Ben subdued the struggling driver with a few quick punches before dropping him to the ground. The passenger opened up his door and fell out of the car on the other side.

The pursuing police cars pulled up. Armed police officers got out, aiming their guns at XLR8, shouting something at him. XLR8 shrugged, then sped off before any of the cops could react.

Gwen, who had been diving towards them on her flying disk, stopped herself when she lost sight of Ben. "Dammit," she swore under her breath. "Where did he…"

"Hey, Gwen!" a strange voice from behind her said.

"Whoa!" Startled, Gwen spun around. Stinkfly was hovering right in front of her.

"Didn't I tell ya I'd take care of them?" he asked, cackling.

"Ben?" Gwen said in surprise. "I thought you were XLR8."

"Oh, haven't you noticed?" Stinkfly said, tapping the Omnitrix on his forehead. "I'm much, much better at controlling this thing now."

Gwen had a sinking feeling.

 _Switching between aliens that easily was something Ben Ten Thousand could do._

"Ben, let's go back to Grandpa. _Now._ "

"Geez, lighten up, will ya? I already took care of it," Stinkfly said. He flew off, doing flips and spins as he cackled through the sky.

"Oh, that's it…" Gwen flew after him. Reaching out with both arms, she telekinetically grabbed Stinkfly out of the air and slammed him down onto the roof of a building.

"Ow!" Stinkfly screamed, his many legs and wings squirming. He turned back into Ben as Gwen landed next to him on the roof. "What the hell, Gwen?!" Ben asked as he stood up, dusting himself off.

Gwen marched towards him, glaring. "I've had _enough_ of this. That was a _pointless_ and _irresponsible_ use of the Omnitrix."

"No it _wasn't._ I _saved_ people, like I always do!" Ben argued.

"No, you put everyone in the area in danger of getting hurt by those drones, all because you wanted an excuse to use that stupid toy again!" Gwen shouted.

"It's _not_ a _toy_. The Omnitrix is the greatest thing ever invented. It's what made these summer trips so great in the first place!" Ben stepped forward, returning Gwen's anger with his own.

Gwen felt like she'd been punched in the chest. She wanted to say what she'd said to Lucy. The summer trip wasn't about the Omnitrix, it was about family.

 _About us…_

But that's not what Gwen said. "I am _so_ tired of that watch. Sometimes I think you care more about that fucking thing than you do about me!" Gwen yelled, fighting back tears as she glared at her cousin.

"So what? I can't help it. I'm a hero. And you used to be too!"

Gwen took a step back, looking shocked.

"Seriously, what happened to you?" Ben asked, advancing on her further. "You never want to fight crime anymore. You act like it's a _chore_. And you refuse to make any more Charms of Bezel. Why wouldn't you wanna do that? Don't you want them all? Don't you wanna be like Gwendolyn? Don't you-"

" _NO!_ " Gwen interrupted him. "No! No, no, no, no, _no!_ "

Ben stopped talking and stepped backwards in surprise.

"I _never_ want to end up like her! I _never_ want to have to see you end up like _him!_ And I _don't_ want to spend our lives fighting crime!" Gwen's face was full of fury, but it slowly softened as it filled with tears. "I _don't_ want to _do this_ anymore." She looked at Ben pleadingly, then covered her eyes as she collapsed to her knees, sobbing into her hand.

Gwen wasn't sure why she'd chosen this exact moment to confess all of this. She'd been keeping it bottled up for so long, and something Ben had said just made her shout it out all at once.

Ben was at a complete loss for words. Cautiously, he took a few hesitant steps forward, holding out his hand. "Gwen…" he said.

Gwen lifted her head up. Through her tears, she could see Ben approaching her. "I...I...I…" she began to speak. She desperately wanted to say more, to explain herself. But as she knelt there, struggling to speak and choking back more sobs, something appeared behind Ben.

Two robotic drones rose up from the side of the building. " _NO!_ " she shouted again, shooting blasts of magic from her hands at the drones.

Ben jumped back and ducked, covering his head. When he got his bearings and looked up, he was surrounded on all sides.

"No!" Gwen repeated. "Not now! Not _now!_ " she shouted, her face full of fury, but her eyes still filled with tears. She shot off a few more blasts of magic, causing more of the drones to explode and fall out of the air.

Ben went for his Omnitrix, a little slow to react. But before he could transform, he was grabbed at the arms and shoulders by three drones and lifted off of his feet. "Hey! Put me down, dammit!"

" _Let him go!_ " Gwen screamed. "I'm not _done!_ " With a wave of her hands, the drones carrying Ben were shredded, and he fell back down onto the roof. In her rage, she began blasting all the drones surrounding Ben, but she failed to see the drones coming up behind her. Before she realized it, they'd grabbed her the same way the others had grabbed Ben. She screamed and made a move to cast a spell, but before she could, she felt something prick her neck. One of the drones had injected her with something, and very quickly, her consciousness faded.

* * *

"Gwen!" Ben shouted in distress. Without looking at which alien was selected, Ben mashed the Omnitrix. Suddenly Diamondhead, he lunged forward, smacking drones out of his way as he rushed after the ones carrying his cousin. But the drones suddenly gained a burst of speed, jetting away. They were out of sight in an instant.

" _No!_ " Ben shouted. He roared with more anger than he'd felt in a long time, rampaging across the rooftop and making short work of the remaining drones, smashing every one of them to bits.

When it was over, he turned back into himself. He spun in place, looking around him, seeing nothing but broken robot parts and carnage. He was hyperventilating. Gwen was gone. "No. No. No. I can't...I can't…" He shut his eyes tightly, then fell to his knees. "They weren't after _her!_ " he screamed, slamming the ground with his fists. "They were after _me_. They should've taken _me,_ " he repeated to himself. He'd felt this before. It wasn't any better the second time around.

In a panic, he realized he couldn't waste another second like this. "No. I need to find her. I need to get her back." Turning into XLR8, he sped off the roof of the building to find his grandfather.

When he got back to where he'd left him, Ben found Max reading the paper. "Oh, you're back," he said, noticing the alien standing before him. XLR8 turned back into Ben, the fear and panic in his eyes immediately obvious. "What's wrong?" Max asked.

"They took Gwen," Ben said.

"What? Who took Gwen?"

"The...The drone things! They showed up, and, and, and they just took her!" Ben shouted. "We need to get her back!"

"And we will. Now, just calm down. We can…" Max trailed off as he noticed one of the drones had appeared above their heads, slowly lowering itself down until it was floating a few feet off the ground.

Ben screamed, running towards it, ready to smash it with his fists.

"Stop."

It talked, and it did so with a voice Ben recognized immediately.

"Do not destroy this one. I have a message for you."

"Vilgax," Max said, identifying the voice.

"Yes," Vilgax's voice said through the drone. "Surprised to hear from me again?"

"Not really."

"Give me back my cousin, _now!_ " Ben demanded.

"I will," Vilgax said. "I do not care about this one. And in exchange, you will give me the Omnitrix."

"Fine," Ben answered without hesitation. He held up his left arm. "Here, take it."

"Ben-" Max said worriedly.

"I cannot remove it here," Vilgax said. "Come to my ship. Immediately." A screen popped up on the drone, showing Ben and Max a map with the location of Vilgax's ship. "Understood?" Vilgax asked.

"Yeah, got it," Ben answered. "But if anything happens to Gwen, I'll kill you."

The shock on Max's face was obvious, but Vilgax didn't react at all his drone flew away.

With a look of determination on his face, Ben held his hand over the Omnitrix.

"Ben, wait!" Max said. "It's a trap!"

"I. Don't. _Care._ " Ben hit the button, went XLR8 once more, and sped off.

* * *

Vilgax's ship was located in a forest far outside the city. As soon as Ben arrived, he changed back into himself. No one was there to greet him, not even any drones. A hatch opened up and a metal ramp slowly extended downwards in front of him. He knew he should be prepared for an attack at any moment, but he marched up the ramp regardless, the look of determination never leaving his face.

As he walked through the hallways of the alien ship, he saw nobody. No robots, no aliens, no monsters, no crew. Cameras mounted on the walls and ceiling turned to follow him, and doors would open automatically to guide him, but aside from that, the ship felt completely lifeless.

Eventually, one last, gigantic door slowly opened for him, allowing him to step inside before closing behind him. Ben narrowed his eyes. Standing before him was Vilgax. He looked like he was in bad shape. More parts of his body were missing than before. They had been replaced with robotic parts, but even those looked like they were in need of repair. Next to him, Gwen was in some sort of force field cage. She was awake now, and sat there glaring at Vilgax.

 _Gwen._

When she saw him enter the room, a look of relief washed across her face. "Ben!" she said, standing up and putting her hands against the force field.

"Gwen!" Ben said, just as glad to see her.

"Stop," Vilgax ordered.

Ben halted his advance. He wanted to go to her, but he had to listen to Vilgax now. Glaring at his nemesis, he wordlessly lifted his arm, presenting the Omnitrix to him.

Vilgax pressed a few buttons on a control panel. A device that looked like a dentist's chair with robotic attachments rose up out of the ground next to Ben. "Sit."

Ben glared at Vilgax. He knew what was coming, but he knew he had to do it anyway. Complying with Vilgax's command, he sat in the chair. Immediately, his arms and legs were clamped in place.

"Ben! _No!_ " Gwen shouted.

"I'm okay," Ben assured her.

The device's armrest forced Ben's left arm to extend. Several thin, robotic arms came out of it. They clamped down onto the Omnitrix, and a few of them dug into Ben's arm beneath it. He screamed in pain as the devices went to work.

Gwen started hyperventilating. "Stop!" she shouted, turning to Vilgax. "Stop, you're hurting him! Stop, _please!_ " she pleaded.

Vilgax paid no attention to her, focusing only on the Omnitrix.

Ben screamed louder as the device began to lift the Omnitrix off of his wrist, ripping off large chunks of skin in the process.

"Yes!" Vilgax said, pleased. He stepped forward, approaching Ben.

Still locked in the chair, Ben was panting, having nearly passed out from the pain. The Omnitrix was off of him for the first time in years.

Vilgax clutched the Omnitrix and stared at it. "Finally."

"You got the stupid watch, now let us go!" Gwen demanded.

Vilgax looked up, finally noticing her again. He hesitated, probably trying to decide whether or not to just kill them both anyway. But instead, he nonchalantly reached for his control panel and pressed a few buttons. Simultaneously, Ben's restraints were undone and Gwen's force field prison was deactivated. "I have wasted enough of my life on you people. Go. Now."

Gwen immediately ran over to Ben, catching him as he fell out of the chair. "Ben. Ben! Oh my god, are you okay?" she asked, hugging him tightly. She gasped when she saw the bloody gash on his left wrist.

"I've been better," Ben said. "Did he hurt you?"

Gwen shook her head. "Come on, get up," she said, helping him to his feet. "Let's get out of here." Pulling Ben's arm over her shoulders, she helped him walk towards the door. "Let us out!" she demanded, wanting Vilgax to open the door.

Vilgax had lost interest in the two of them again, his eyes focused on the Omnitrix, holding it up close to his face and examining it. Suddenly, it started beeping, then turned red. "What?!" Vilgax exclaimed. "What is this?" he asked, shooting a death glare at Ben and Gwen.

Wearily, Ben smiled. "You know, I had that thing for a long time," he said. "And recently, I finally figured out how to really control it."

"Explain this. _Now!_ " Vilgax demanded, thrusting the beeping red Omnitrix outward.

Gwen looked as confused as Vilgax, but much more afraid. "Ben?" she asked, worriedly.

"That," Ben said, "would be the self-destruct mode."

" _What?!_ " Gwen and Vilgax shouted in unison.

"Gwen," Ben said. "Now would be a very good time for some magic."

Gwen's eyes opened wide in panic. Quickly, she shouted a spell, and a magical blue bubble of light surrounded the two of them.

The Omnitrix beeped faster and faster, the red light flashing like an alarm.

" _BEN_ _TENNYSON!_ " Vilgax roared.

There was an explosion, and everything went black.

* * *

Ben awoke in a dark room. He was lying on a bed, and could see a door on the opposite side of the small room.

 _Where the hell am I?_

Waking up in a strange place like this made him nervous, but that quickly faded when he looked to his side. Gwen was curled up, hugging her knees, sleeping soundly in a chair by his bed.

 _Gwen._

The look on her sleeping face was so peaceful, Ben didn't want to wake her up. He quickly scanned the room, but had no way of determining where they were, or how long he'd been out. He realized she must have fallen asleep while waiting for him to wake up.

"Gwen," Ben whispered.

Gwen moaned a little in her sleep, but she didn't wake up.

"Gwen," Ben said, louder this time.

Gwen moaned again and fidgeted a bit, but otherwise she didn't move.

"Wake up, Dweeb."

"Eh?" Gwen uncurled in her chair and sat up, rubbing her face. She yawned and stretched before fully opening her eyes. When she did, she saw Ben lying there, completely awake and looking at her.

"Ben!" she said, grasping the situation. She stood up and ran to Ben's side, leaning over him. "Are you okay?" she asked.

"Probably. I usually am," Ben said. "Where are we?"

"A Plumber base," Gwen said. "A _functional_ one this time," she clarified.

"And Vilgax?" Ben asked, rubbing his neck.

"...Dead," Gwen answered.

"He's survived a nuke. And the Null Void," Ben reminded her.

"That's nothing compared to the Omnitrix," Gwen said. "I don't know what Azmuth put in that thing, but the Plumbers are having a real hard time covering up an explosion that powerful."

 _The Omnitrix._

Ben's arm suddenly felt light. He lifted it up and looked at it. "Oh," he said, remembering how he'd ended up in a hospital bed. His arm was wrapped in gauze, and the Omnitrix was gone.

 _I don't believe it._

The look on Ben's face said it all. "They, uh, had to give you some skin grafts," Gwen said. "It should look good as new eventually, and the doctors said you should retain most of the function in your arm…" Ben didn't respond, continuing to stare at his injury. "Ben...Ben, I'm so sorry."

"It's okay," Ben said, but he didn't feel okay. "I...I'm sorry too." Gwen looked at him questioningly. "If it weren't for me and the Omnitrix, you never would've been in any danger," he explained.

"No," Gwen denied. "That thing had been attracting danger for years. And it was my choice to stick by you all that time."

Ben nodded to acknowledge her statement, but he still felt guilty.

 _I almost got you killed. Again._

He turned his head away from her and tugged at his bandages, trying to examine the wounds beneath them.

Gwen stood by his side in silence for a minute, quietly observing him. "Ben, I'm sorry," she apologized again.

"No, really. It's okay," Ben said, putting his arm down.

"No, I mean…"

* * *

Gwen twisted a strand of her short red hair as she chose her next words carefully. He'd given up his most cherished possession. The watch that had given him superpowers. The object that had made him a hero. The thing that had made him believe he was special.

 _He gave it up for me._

"Before, when we were on the roof of that building...I said you cared more about the Omnitrix than you did about me," Gwen said, looking deep into Ben's eyes. "I was wrong." Before she knew what she was doing, she leaned forward and gave him a kiss on the cheek, lingering for a moment before leaning back. "Thank you. Thank you...for giving it up for me."

Ben stared at her in surprise, and she stared back at him.

 _Thump._

Gwen felt her heart pound, but before either of them could say anything else, the door opened.

"Ah, I thought I heard talking," Max said, entering the room. Following in after him was a man in a doctor's coat. "Glad to see you're finally awake."

"Grandpa!" Ben said, smiling. He turned his head to the other man. "Who are you?" he asked.

"Hello, Ben," the doctor said before introducing himself as a Plumber physician. "May I examine your arm?" he requested.

"Uh, okay." Ben held up his arm as the doctor and Max approached his bed.

Meanwhile, a feeling of terror had arisen in Gwen.

 _Thump._

She felt her heart pound again, and took this moment when everyone's attention was on Ben to quietly flee the room. Unsure of why she was doing it, she ran down the hall, found a bathroom, and shut the door behind her.

Leaning over the sink with one hand on the side of the porcelain countertop and the other hand pressed against her chest, Gwen felt like she was having a panic attack.

 _Thump._

She flinched and shivered when she felt her heart pound once again. Breathing heavily, she thought she was about to throw up.

She felt something. Some emotion from deep within her was stirring, and she didn't know what it was. She looked into the mirror, staring into her own eyes.

 _What?_

 _..._

 _What?!_

* * *

 **Author's note:**

This chapter was really short, but I still felt the month should be broken up like this because each part tells a very different story and a lot happened in this part. Gwen finally confessed something that had been bothering her for a while: she doesn't want to be a hero anymore. The Omnitrix is gone now. Also, Ben straight up killed a guy, so that's a thing. And now, Gwen is just barely beginning to notice something Lucy completely figured out years ago. So, that's how Year 3 ends. As I've said before, Year 4 will be the last one, but it's also the longest one, so I still have a lot more to go through. Again, sorry for the delay. I should be able to return to my usual upload schedule now.

Comments:

csgt: "The drones, the six legged alligator, and the two alien factions, were those references to something or original creations from you?"

They weren't based on anything, just some aliens I made up.

pr0dz: "Ben's attitude is on a new high. they're both 13 right? I'm assuming at some point Ben would change on a sense"

He's cooled down a little, but there's definitely still room for improvement. I like to think that, despite how fun it is for him, he still has a 'with great power comes great responsibility' attitude that drives him to use the Omnitrix.

hahaplogue: "I thought Ben is not ten years old or am I just wrong."

He's 13 years old right now. Did I screw up and say he was 10 somewhere? If so, let me know so I can fix it.

Guest: "I can already tell the Omnitrix is gonna be a barrier in Ben & Gwen's relationship, especially when they get into one. Props to you for constructing that in a way that's logical, realistic and not lazy."

Thanks! One of the reasons I think this longform story format is working for me is because everything feels less forced when it develops gradually.

Guest: "I really love Lucy in this story. Even though she didn't have that big a role in the original series it feels like you really got it right."

I'm glad you're liking her inclusion, since not everyone is. Lucy was my favorite minor character from the original series and I always wished she had a larger role.

Guest: "Out of curiosity, have you ever thought about where Bellwood might be located? I know there's a Bellwood, IL near where I live but the show portrays it as a semi-metropolis. Others have speculated somewhere in Pennsylvania but the only place in PA I can think of is like Erie. Where would you imagine Bellwood to be if you had the choice?"

I haven't given it much thought, but I've imagined it as vaguely northeastern or midwestern since those are the parts of the country where I've spent most of my life.


	30. September, Year 4

**September, Year 4**

On the morning of Ben's first day of eighth grade, he found himself sitting on his bed after getting ready for school. He should have left already, but his arm was bugging him. The different skin color around his left wrist was annoyingly noticeable. He'd had a few weeks to recover, so it wasn't hideous, but it was definitely abnormal. Ben didn't have many people he talked to at school, but he wasn't looking forward to giving the same explanation multiple times when others noticed his wrist. His most prized possession had been replaced by a patch of discolored skin, and he was going to have to deal with other people pointing it out over and over.

Frustratedly, Ben tried to clench his left hand into a fist. His thumb, index, and middle fingers responded just fine, but his ring finger and pinky barely touched his palm. The result was a weak, awkward fist. He'd probably hurt himself if he tried to punch someone with it, and he doubted it would be easy to grip anything. His frustration rising, he repeatedly opened and closed his left hand, trying desperately to make an adequate fist. When it still wouldn't work, he groaned in anger and slammed his hand down on the side of his bed. The doctor had warned him that he might lose some function in his hand, at least until he fully recovered, but knowing it would happen didn't make it any easier.

"Ben!" his mother called from another room. "Get moving, sweetie. You don't want to be late on the first day of school."

"Okay, Mom!" Ben called back. He considered himself lucky that his parents had taken the news of his injury as well as they did. It helped that Max had lied to them for him, and that they never had to see it while it was bloody. They actually had a 'get well' cake waiting for him when he returned from the summer trip. But no matter how nice they were about it, there was very little anyone could do to cheer him up.

Sighing, Ben stood up, grabbed his backpack, and left for school. Once outside, he briefly considered going XLR8 so he could get to school in no time at all. Without thinking, he lifted his left arm to gaze at the Omnitrix, only to find his blank wrist.

 _Oh, right. Goddammit._

Ben let his arm drop and bitterly continued walking at normal human speed. Ever since leaving the hospital ward of the Plumber base he'd been treated at, he'd been constantly forgetting he didn't have the Omnitrix anymore. He'd gotten so used to thinking of it as a part of his arm. Not having it there just didn't feel right.

When he arrived at school, he headed to his new homeroom. The first thing he did was look around the room to see if Julie was there. He wasn't sure how he felt about her anymore, but if anyone would try to talk to him, it would be her. Right now, he didn't want to talk to anyone, because that would mean having to explain his arm.

Thankfully, Julie wasn't there. Slightly relieved, Ben took a seat at an empty desk in the back corner of the room. J.T. and Cash didn't seem to be in his new homeroom either, which was always good news. He thought maybe he'd be able to slip back into obscurity for a while, but a few minutes later, Julie walked in.

 _Of course..._

Ben put his head down the moment he saw her, but it didn't do him any good. Seconds later, she was standing by his desk.

"Hi, Ben," she said. She sounded happy to see him, but it was clear that she still felt a little awkward around him too.

Ben looked up. "Hey," he offered with a forced smile.

"Guess we're in the same homeroom again, huh?"

"Yeah, I guess so." Ben glanced around the room. It didn't look like Julie's other friends were there. He was hoping they'd draw her attention away from him, but he was on his own.

"Did you have a good summer? You did that trip around the country with your cousin and your grandfather again, right?" Julie asked, reiterating something Ben had told her while they were dating.

Ben tensed up. "Uh, yeah," he said, his right hand grabbing his left wrist in an effort to cover it up. "It was great."

Unfortunately, the movement of Ben's arms drew Julie's attention. "Oh, you're not wearing your...Oh my god, did something happen?" she asked, worriedly.

"Yeah, no, I'm, I'm fine," Ben insisted, moving his arms beneath the table.

"But your arm! And you're not wearing your watch," Julie pointed out, lowering her voice but still speaking very urgently. "Seriously, Ben. What happened?"

"It's no big deal," Ben said. "My watch just exploded."

Julie's eyes opened wide in response to Ben's casual explanation. It wasn't exactly untrue, it just left out a lot of important details.

"Really, I'm fine. It didn't even hurt that much," Ben said when Julie wouldn't stop staring at him.

"Well...I'm glad you're okay," she said.

"...Thanks." Ben smiled genuinely at that. Although he'd been nervous at first, it was already starting to seem like he and Julie would be able to be friends again this year.

As Julie took the empty desk next to him while they waited for their teacher to show up, Ben put his left arm on his desk and stared at it again.

 _Maybe this'll make me look cool. Like it's...battle scars or something._

Then he tried to make a fist with his left hand again.

 _Or maybe being crippled will rack up some sympathy points with the girls._

Ben laughed quietly at that thought.

 _Gwen would hit me if I said that in front of her._

Ben furrowed his brow as he wondered why he thought of that, but his thoughts were interrupted by his new homeroom teacher entering the room.

* * *

"Wow, this place looks so cool!" Lucy said as Gwen led her up to the building.

"It's not that impressive," Gwen said. "I mean, it's a good school and all, but it doesn't exactly look that different from other schools."

"But it's so big and fancy-looking!" Lucy insisted, thrusting her arms out dramatically as if she were the one presenting the school to Gwen. "The architecture is completely different from most of the other buildings I've seen in Bellwood. And everyone looks so well-dressed!" she said, gesturing to a group of students walking into the building.

Gwen laughed good-naturedly. "You're just too easily impressed."

Lucy wore a pleased smile. "Even after spending years on this planet, Earth stuff is _so_ cool to me."

Gwen put her hand on Lucy's shoulder as they entered the building. "By the way, about everyone being sort of well-dressed. This school is probably a bit more formal than your old one. So, try not to act too...crazy," she advised.

"You meeeeean, don't tell anyone I'm an alien?"

"Yeah, that too."

Having arrived early on purpose, Gwen took some time to show Lucy around. They visited the classrooms, the cafeteria, the gym, the lockers, and everywhere else Lucy would need to know about. The whole time, Lucy seemed excited, even though Gwen was pretty certain it was mostly the same as any other school.

On their way to their homeroom, they bumped into Emily in the hall. "Hey, Gwen. How was your summer?"

"Oh. Hey, Emily. Not bad. Yours?"

"Pretty good. Guess we're not in the same homeroom this year, huh?"

"I know, it sucks. This totally breaks our streak!"

Emily laughed. "Yeah, we had a good run. Oh, and who's this?" she asked, gesturing to Lucy. "New girl?"

"Yeah, she's-" Gwen began to introduce Lucy, but Lucy interrupted her.

"Hi, I'm Lucy! Nice to meetcha," she said, grabbing Emily's hand and shaking vigorously.

"Whoa, okay," Emily said, pulling her hand away from Lucy after a moment. "Nice to meet you, too. So, you're new here?" she asked again.

"Yep! Just moved into town." Lucy put her arm around Gwen and pulled her in closer. "I'm Gwen's cousin!" she stated enthusiastically.

"Another cousin?" Emily asked, grinning at Gwen.

"Er, yep," Gwen said, struggling out of Lucy's grip. Lucy giggled as Gwen fixed her clothes. "Lucy, remember what I said about not acting crazy?"

"You said I should be myself, because I'm great."

"I...don't think I ever said that."

Emily laughed at Lucy's antics. "You _sure_ you're related to Gwen?"

Lucy giggled. "Only by marriage, actually. I'm her father's father's brother's son's wife's mother's sister's daughter."

"...Wait…" Emily squinted and moved her hands through the air as she tried to mentally map out Gwen's family tree.

"Well, whatever the case, she's my cousin now. Still better than the Doofus," Gwen said.

Emily cracked a smile. "Oh, you mean your other beloved cousin Ben?"

Lucy gasped and fell forward, leaning on the armrests of Emily's wheelchair. "You know Ben?" she asked with an excited smile on her face.

"Whoa!" Emily said, taken aback by Lucy's face suddenly being so close to hers. "I-I've only met him once, but Gwen talks about him all the time."

"I do _not_ ," Gwen denied, grabbing Lucy by the shoulders and pulling her away from Emily. "Lucy, personal space!" she chided her.

"Sorry," Lucy apologized.

"Don't worry about it," Emily said. "Well, I'm headed that way. But it was nice meeting you."

Lucy snapped her fingers at Emily. "We're gonna be friends," she declared.

Emily laughed. "Sounds good."

"We gotta work on your first impressions," Gwen said as Emily rolled away.

"Naw, relax," Lucy said. "That went perfectly. Trust me. I've been on this planet for years, remember? I've _totally_ got this stuff down."

Gwen rolled her eyes as they entered the classroom together. Since they were both in mostly higher-level classes, they would be sharing a homeroom and taking most of the same classes for the year.

They sat down next to each other in the front row. There were a few other kids in the room already, and more continued to enter. As soon as someone sat down behind Lucy, she turned around in her chair to face them.

"Hi! Lucy Tennyson, new girl," she said, thrusting her hand out for a handshake.

"Oh, um, hi there," the girl sitting behind her said, reaching out to shake Lucy's hand. As expected, Lucy shook the bewildered girl's hand vigorously, causing Gwen to facepalm. When her hand was returned to her, the girl introduced herself. She looked back and forth between Gwen and Lucy curiously. "Are you guys related?" she asked, realizing the two of them had the same last name.

"Yep!" Lucy confirmed. "We're cousins."

Gwen nodded her head in confirmation and gave the girl an apologetic smile. She sighed to herself as she realized Lucy would be hyperactively introducing herself as her cousin all day. As someone without many friends, Gwen was worried Lucy would annoy people, and that would make everyone like her even less.

In the next ten minutes, as everyone waited for the first day of school to officially start, Lucy continued to meet new people and strike up brief little conversations with them, which would often involve Gwen getting roped in as well. Once Gwen got a moment's peace while Lucy was talking to someone else, she overheard a group of boys in the back of the room talking about them.

"Anyone know who that blonde girl is?"

"New girl. Her name's Lucy Tennyson."

"Tennyson?"

"Is she related to Gwen?"

"Jeez, no wonder she's so hot."

"Not as hot as Gwen, though."

"You've just got a thing for redheads."

"Yeah, Misty really did a number on you, huh?"

"That or Kim Possible."

"Man, fuck you guys."

Gwen turned towards the source of the chatter and gave the boys in the back an unamused look.

 _You know I can hear you, right?_

When they noticed her looking at them, they all hurriedly looked off in random directions, trying to act nonchalant.

As she turned back to face the front of the room again, she saw that Lucy had also been looking back at the boys, except she was smiling. She turned to Gwen and raised her eyebrows suggestively, her eyes flicking back and forth between the boys and Gwen, gesturing to them.

"You heard that, right?" Lucy asked quietly.

Gwen sighed and nodded in confirmation.

Lucy looked back at the boys again, slowly examining each of them with a devious smile on her face. "Yeah, I think I'm gonna like it here."

"Oh, lord..." Gwen facepalmed. Lucy just giggled in response.

* * *

"This. Is. Great!" Lucy proclaimed, skipping alongside Gwen after school. "It's even better than when I was living with you before! Man, I wish I coulda just gone to school with you instead of taking online classes back then."

Gwen smiled. Even though she'd gotten a little out of hand a few times, having Lucy around all day at school had actually been pretty fun. She'd gotten so used to spending most school days without saying a word to anyone except to answer questions in class, she hadn't realized how much better school could be when you had someone to talk to. Gwen was used to having Emily as a sort-of-friend at school, but Lucy was different.

 _She's sort of like Ben. Except annoying in a different way._

"So, we're going to meet Ben, right?" Lucy asked.

"Yep," Gwen confirmed. "We still meet at the park or something after school whenever we're both free."

Lucy giggled. "So cute!"

"Shut up," Gwen said offhandedly. "By the way, remember what I said before? Don't say anything about his arm or about the Omnitrix," she reminded Lucy. Gwen had called and explained the gist of what had happened while Ben was in the hospital, so Lucy already knew Ben didn't have the Omnitrix anymore and that his wrist would look weird.

"Don't worry, I won't," Lucy promised. "What's Ben's arm look like, though? Is it all gnarly and scar-ly?" Lucy chuckled. "That's a good band name."

"Rhyming with words you just made up is cheating," Gwen said. "And Ben's arm isn't that bad now. It's just a little discolored. But seriously, don't mention the Omnitrix. It was, like, his favorite thing."

"Second favorite," Lucy corrected, grinning at Gwen.

"Shut _up_ ," Gwen said again, blushing a little this time.

 _I can't worry about that right now._

Soon, Gwen and Lucy arrived at the park. When she spotted Ben a few yards away, Lucy gasped and smiled brightly.

"Okay, he may not be in the best mood, so don't-" Gwen began.

" _Ben!_ " Lucy called, running towards him excitedly.

"...do that," Gwen finished. She sighed and followed after Lucy.

Ben had been a little spaced out, so he didn't initially hear Lucy when she called his name. But before long, Lucy was close enough for him to hear her footsteps. "Hmm?" He turned his head just in time to see Lucy pounce on him. "Whoa!"

"Ben!" Lucy hugged him. "It's _so_ good to see you. It's been so long!"

"Er, no it hasn't," Ben said, chuckling a little. "But it's good to see you too, Lucy."

 _Well, at least she seems to have put him in a decent mood._

"Hey, Doofus," Gwen said as she caught up with Lucy.

"Hey, Dweeb," Ben greeted her in return.

Lucy giggled. "So cute!"

"Shut up," Ben and Gwen said in unison, which only made Lucy's grin wider.

"So, how was _your_ first day of eighth grade?" Gwen asked Ben.

Ben shrugged. "Still school. Still sucks. You?"

"Meh. I'm definitely gonna have to get used to dragging _this_ little ball of hyperactivity around with me," Gwen said, patting Lucy on the shoulder.

Ben laughed. "See, Lucy? You should've gone to _my_ school instead. With you around, at least it wouldn't be boring."

"But I _love_ Gwen's school!" Lucy said. "The people are cool. The cafeteria food is good. And Gwen has to put up with me every day!" Lucy said teasingly, hugging Gwen from behind.

"Personal space," Gwen reminded her, but she laughed good-naturedly along with her.

"So, you guys wanna come over to my house?" Ben asked after Gwen finished untangling herself from Lucy.

"Sure!" Lucy agreed immediately.

"Okay," Gwen agreed as well. "But not for too long. We've got homework to do."

"It's only been one day and you're already worrying about homework?" Ben asked incredulously.

"I could just as easily say to you, 'It's only been one day and you're already putting off your homework?'" Gwen countered.

"God, what a Dweeb," Ben said, shaking his head and walking away.

Gwen rolled her eyes, following him.

"Relaaaax," Lucy said, walking beside Gwen and putting an arm around her. "We didn't get _that_ much work to do. We can hang out for a few hours, and we'll still have plenty of time to get it all done after dinner."

When they got to Ben's house, they decided to toss a frisbee around in his front yard for a while. They made a game out of trying to give each other throws that were difficult, but not impossible to catch. Naturally, this led to Ben and Gwen getting quite competitive.

"Oh, come on! That one was impossible and you know it!" Gwen complained after one of Ben's throws went way over her head.

"You kidding? All you had to do was jump on top of that car. You could've easily caught it," Ben argued.

With a look of annoyance on her face, Gwen stormed off to pick up the frisbee, which had landed in the neighbor's yard. When she got back, Lucy was staring at her with an oddly contented smile. "What? What is it?" she asked, a bit confused.

"This is just like when I was living with you two years ago," Lucy said. "I'm just happy to be here again."

Gwen smiled.

 _It's really hard to stay annoyed with her._

Her annoyance with Ben faded away as well, and she tossed the frisbee Lucy's way. Lucy was just barely able to catch it by jumping inhumanly high, and on her way down, she threw it towards Ben.

Ben ran and tried to grab it out of the air with his left hand, but even though his hand closed on it, the frisbee slipped through his grasp and fell to the ground on his driveway.

Everyone froze.

 _Oh no._

Ben stared down at his hand and at the frisbee on the ground. His face was expressionless, but it was obvious he was hiding his frustration.

Gwen knew what had happened. His hand wasn't working fully. He hadn't said anything to her about it yet, but the doctor had told her that he might lose some function in his left hand, although he should recover most of it in time. Gwen glanced over at Lucy, who was looking at her with worried eyes. It seemed like she had figured it out as well.

"...That was close enough," Gwen said. "We can count that as your point."

Ben didn't look at her. "I should've caught that," he said quietly to himself.

"I know, that's what I'm saying," Gwen agreed.

Ben knelt down to pick the frisbee up off the ground. He reached out with his left hand to grab it, but he accidentally pushed it away from him. "Son of a-" He stood up and stepped forward, accidentally kicking the frisbee underneath the car in his driveway. "Oh, come on!" he shouted, stomping his foot in frustration.

"Ben, it's alright-" Gwen started to say something reassuring, but she was stopped when Lucy grabbed her shoulder. She gave Gwen a serious look and shook her head. Her intention was clear.

 _Don't do that. He'll find it patronizing._

Gwen watched as Ben got down on the ground to reach under the car and retrieve the frisbee. She looked back at Lucy and shrugged, holding her hands out pleadingly.

 _What should we do?_

"Challenge him," Lucy whispered.

It took Gwen a moment to get it, but she nodded. "Hey, Doofus!" she called to Ben. "Five bucks says I catch your next throw!"

Getting to his feet and holding the frisbee, Ben met Gwen's gaze with a determined look, then gave her a cocky smile. "You're on."

* * *

Gwen had trouble focusing on her homework that night. No matter how hard she tried, she couldn't stop thinking about Ben. The implications of him losing the Omnitrix were staggering. As clearly demonstrated earlier that day, his injury was still causing problems for him, and there was no telling how long that would last.

The Omnitrix was far and away his most prized possession. To him, it was what had made him special and what had allowed him to be a hero. He hadn't said anything about it yet, but Gwen was certain he was feeling depressed without it.

 _And it's all my fault._

Gwen sighed and laid her head down on her desk as the guilt set in. She knew no one else would say it was her fault. Most of them, even Ben, would say it was all Vilgax. But would that really be how Ben felt?

 _Please don't hate me._

Gwen almost felt physical pain as that phrase crept into her head again. She must've said it to Ben a dozen times while he was unconscious after the explosion.

 _Oh God, don't…_

Gwen sat up and shook her head, trying to shake away her thoughts. Ben's extended period of unconsciousness was the scariest thing Gwen had experienced since the end of their first summer, back when the Omnitrix's self-destruct mode had been activated. Going through that again had been taxing, to say the least.

Something else was worrying her too. The conversation they'd been having on that rooftop when she was abducted by Vilgax's drones remained unfinished. It had been interrupted, and they hadn't had an opportunity to continue it since. 'I don't want to do this anymore,' she'd said back then. Gwen had basically come right out and said that she didn't want her and Ben to be heroes anymore. And now that Ben didn't have the Omnitrix, now that he _couldn't_ be a hero anymore, Gwen was waiting for him to get angry with her. At any time, he could say, 'Well, you got your wish, huh?' But this isn't how she'd wanted it to happen.

 _I'm sorry, Ben._

* * *

Ben's night didn't go so well either. As soon as Gwen and Lucy had left, his mood had gotten considerably worse.

He cursed his stupid hand for screwing up that catch. He cursed it for not being able to just pick the damn frisbee up off the ground. He cursed himself for stumbling and kicking it under the car, and he cursed himself for every other way he embarrassed himself that day.

 _I'm so pathetic now._

Losing the Omnitrix had made him so much weaker, and as far as he was concerned, crippling his hand along with it was just kicking him while he was down.

But the worst part wasn't the embarrassment or the weakness. What was really bothering him was how everyone else must have felt seeing him like that. There was no way Gwen and Lucy hadn't noticed. It was obvious his hand was affecting his abilities, and Lucy had seen his skin graft for the first time. She didn't say anything, but she couldn't have missed it.

They pitied him. They must have.

 _After all, I'm pretty pitiful now, aren't I?_

Ben tried to make a fist with his left hand again, then lightly punched his pillow with it.

"Ouch," he muttered. His loose pinky and ring fingers had smashed against the rest of his hand. "Come one, I seriously can't even punch stuff with it?"

He sighed and sat down on his bed, looking into the palm of his hand as he opened and closed it. He knew this wasn't going to get better right away. It might never get better. But he didn't want Gwen, Lucy, Julie, or anyone else to worry about it.

 _It's my problem. I'll deal with it._

* * *

At lunch, Ben was sitting alone. He'd done the same the day before, although he had considered sitting with Julie. However, even though they'd talked a little bit, he was still pretty awkward around her. Part of it because of their breakup, and part of it because of his arm.

But today, Julie approached him. "Hi, Ben," she said, standing by his table and holding her lunch tray. "Would you like to join us today?"

Ben wasn't prepared to talk, so he stuttered out an answer, trying to seem more confident than he was. "Uh, yeah. Sure, that's cool," he said, covering his mouth as he swallowed the food he'd been chewing on.

"Great," Julie said, smiling sweetly at him. "We're over there." She pointed over at a table where her two friends were sitting and eating, then headed over to join them. Ben shrugged, then picked up his tray and followed her.

"Hey, Ben," Julie's friends greeted him simultaneously as he sat down across from Julie.

"Hey, guys," Ben said. Almost immediately, he noticed them shift their attention to his arm. They took only brief glances at it, but it was very noticeable. Ben didn't say anything, but he lowered his eyelids exasperatedly as he began to eat again. His guess was Julie had warned them not to stare at his arm, but that had only succeeded in making them curious, so of course looking was the first thing they'd do when they saw him.

There was an awkward silence at first. After all, it had been a long time since Ben had hung out with the three of them. Even before the summer, he'd started avoiding them once Julie broke up with him. But after a couple minutes, Julie broke the silence.

"So, Ben. Anything cool happen on your trip?' she asked.

"Uh...yeah," Ben started to talk. In his mind, he was quickly running through what parts of the trip he could and could not mention. So much alien stuff had happened because of Vilgax, and that was immediately what he thought of, but he had to settle for telling them about all the less interesting parts.

 _The curse of the secret identity. I wonder if I'll miss that, too._

He ended up telling them about some of the cities and tourist attractions he'd visited instead. He also told them about Lucy, who he'd mentioned a few times before, and how she'd moved to Bellwood recently. The girls all seemed interested in what he had to say, and it led into them telling stories from their summer breaks as well.

When lunch was over, Ben felt relieved.

 _Maybe I can have friends at school again after all._

On his way out of the cafeteria, he and Julie went off in different directions, but before they parted ways, Julie looked his way and made eye contact with him. Smiling, she waved goodbye.

Ben waved back. Seeing her look at him like that again, seeing that smile on her face, it brought back memories. But it didn't feel the same. It was nostalgic, but he just didn't see her the same way he had back when they were dating.

 _I guess I really am over her…_

* * *

"Can I start doing karate with you?" Lucy asked.

"What?" Gwen was caught off guard, since that request had come out of nowhere. The two of them were on their way to homeroom, and they hadn't been talking about karate or anything related to it.

"I think it'll be fun!" Lucy insisted. "Remember that time you taught me a little bit?"

"Oh yeah," Gwen said, recalling that day from a couple summers ago. "Well, I mean, if you wanted to do karate, you could, but you'd be in a different class than me."

"What? Aw man, why?"

"I'm a black belt now, remember?" Gwen explained. "If you started now, you'd be a white belt, so you'd be in the beginner class, not the advanced class."

"Aww, no fair."

They arrived at their homeroom as Lucy pouted. As soon as she entered, Lucy set her eyes on a group of kids who were standing around talking. "Hey guys!" she called out, getting their attention.

"Lucy!"  
"Hey, Lucy!"  
"Get over here!"

Several of them shouted their greetings, and Lucy walked over to join them.

Gwen hung back for a second. It still amazed her how quickly Lucy was able to make friends. It was only her second week,but she already seemed to know everyone better than Gwen did.

 _Not that I care._

Gwen had never had many friends, and she had always tried her best not to be bothered by this fact, so she was determined not to be jealous of Lucy.

"Gwen! Come over here," Lucy said, gesturing for her to join them.

Even though she would've rather just gone to her desk, Gwen relented and went over to join Lucy. She stood next to her in the circle of kids who had gathered around to talk before school started. Gwen was used to seeing groups of kids like this, but she had never considered joining them before. Everyone there gave her a casual greeting, which she shyly returned. She'd known them all for years, but she'd barely talked to any of them beyond discussing schoolwork.

Lucy started telling some funny story about something that happened at her old school. Other people chimed in with jokes or related similar stories of their own. Gwen laughed along with them, and she joined in whenever someone spoke to her, but she stayed quiet for the most part.

It wasn't as if she disliked her other classmates, she simply felt awkward since she didn't know them very well, and she couldn't think of much to say to any of them. For some reason, she imagined what Ben would have to say about that.

' _You? Having nothing to say? If only I could be so lucky!'_

Gwen smiled to herself while staring into space. Turning to her side, she found Lucy looking at her with a curious smile on her face.

 _Lenopans can't read minds, can they?_

Gwen blushed. She wasn't sure why she was worried about Lucy knowing what she was thinking of, but she kept it to herself.

When the teacher entered the room, everyone dispersed and went to their desks. As Gwen and Lucy were taking their seats, Lucy leaned in and whispered to Gwen. "You should hang out with those guys more. They're nice people."

Gwen gave her a half-hearted smile and a shrug in response, which Lucy seemed to take as a 'maybe.' Gwen truthfully had no idea what to make of her suggestion. She didn't understand how Lucy could handle such big groups of near-strangers so easily.

 _How am I supposed to keep up with a girl like her?_

* * *

 **Author's note:**

Wow, that was a much bigger reception than I was expecting! I'm glad you all enjoyed the Year 3 finale, and thanks for being patient with me.

Comments:

Anonymous Rex: "Well, that was a lot of hearty development. It's funny how oblivious Gwen is. It was also interesting to actually see some writing from Lucy's perspective for once."

I had another scene from Lucy's perspective much earlier too. I haven't done too many of them yet because so far she's worked better when you couldn't really tell what she was thinking. There will be more from her perspective in the future though.

Anonymous Rex: "I assume that's Gwen having her big realization?"

Not exactly, but it was her first conscious realization of it that she couldn't completely write off as anything other than what it was.

Guest: "One of the greatest Bwen fics of the modern era."

Thanks! Good thing I got in on this fandom well after most of the competition died down. I don't think I could compete with Little Moments.

Davidscrazy234: "Will Ben get the Biomnitrix? Like in a future time line"

I never saw that episode.

LanzCorporalAssWipe: "IT'S SO FLUFFY!"

Thanks, Agnes.

Guest: "This is the pinnacle of fanfiction. We got a nice little lighthearted anime-like beach fanservice chapter where you illustrate the bottle of feelings the characters are experiencing and you handle that very eloquently."

I like how even if I didn't mention I went to Anime Boston, you'd all still know I watch anime because I included the obligatory beach episode lol.

Guest: "The kiss at the end and the feelings Gwen experienced afterwards were very accurate portrayals of an anxious shy teenage girl stepping out of her comfort zone. Gotta ask, do you have real experiences with yourself or someone in your life that inspired you or are you just that talented in analysing someone's perspective?"

Pretty much all of Gwen's teenage girl problems come directly from things my girl friends told me about. However, that particular moment was based on one of Satone's scenes from Chuunibyou. By the way, I read your entire comment too. Thank you so much, I appreciate every word of it!

Guest: "Woah all I gotta say is... if I were your parents, I'd be proud of you."

And if my parents knew I write fanfiction, they probably wouldn't be.

Guest: "I hope someone animates this fanfiction in a way of honouring it when it gets over."

If any of my readers happen to be fan artists, I'd probably pay to have some scenes illustrated.

Guest: "My nibba Gojaimas killin' the literature game"

Droppin' mad engaging dialogue and thought provoking themes, yo.

Guest: "Ever considered creating a public discord server for your fans?"

I don't know if I have enough fans or understand discord enough for that, but if someone else wants to make one, I'll endorse it.

Guest: "Year 3 is over?! Right at August? Aww, no awkward Gwen's parents come over to Ben's place Christmas scenarios?"

My Years go from September-August, like a school year, because they started after the first summer trip ended.

Guest: "Ok this might just be me not doing my homework but I don't get why Gwen is opposed to Ben becoming Ben 10k. Isn't Ben10k a respectable hero in the future even though he can come across a little cocky because deep down, he's still Ben. The way Gwen resents the idea is as if it's an evil version of him or something. Am I missing something here?"

Being a hero means constantly putting his life in danger, and now that the timeline is altered, there's not even a guarantee he'll survive as long as Ben 10k did. Also, Ben 10k abandoned Gwendolyn, and Gwen _really_ doesn't want to be separated from Ben anymore.

Phildev: "Great chapters! Didn't expect the Omnitrix to be completely down for the count; then again, maybe it isn't…"

It is. That wasn't meant to be ambiguous. It blew up.

csgt: "hahahah Ben checking out Camille and getting a 'love tap' from Gwen was priceless."

Ben always keeps his eyes on the prize.

Jagcity: "A lot of other fanfics seem to take the easy way out and just say one of them was found out to be adopted."

Lol screw that. You go all the way or you go home, incestshippers.

hahaplogue: "While I love the progress and the chapters. I thought a self destrust omnitrix would destroy the galaxy. I hope to be cleared about this."

Um. Okay. It wouldn't. Hope that clears things up.

csgt: "I also saw a few bits of Secret of the Omnitrix here, the 'I. DON'T. CARE' line, and the Omnitrix's self-destruct mode."

Yep! There are three or four episodes/movies in particular from the original series that are very important to this story, and Secret of the Omnitrix is definitely one of them.


	31. October, Year 4

**October, Year 4**

"How about...Miss Martian?" Lucy spun in place, shapeshifting into a green-skinned, red-haired alien wearing a blue cape, a blue skirt, and a white shirt with a red X across it.

Gwen, sitting on her bed, looked at Lucy questioningly. "Why her?"

"Because you're a red-haired sweetheart!"

"'Sweetheart' isn't exactly the word most people would use to describe me..." Gwen said. "Besides, isn't she a better fit for you?"

"Ooh, so you think I can rock the 'green-skinned alien babe' look, huh?" Lucy asked, striking a pose and sticking her chest out.

"I meant because you're a shapeshifting alien who loves television," Gwen clarified.

"Yeah, and you're telekinetic," Lucy pointed out. "Besides, I'm already going as…" Lucy held out her arms and did a little twirl in place, shapeshifting again. Her new form was her ordinary human appearance, but with an outfit consisting of red pants, a sleeveless black top with two stylized golden W's on it, and a silver bracelet on each wrist. "Wonder Girl!" Lucy cheered, raising an arm to show off her new biceps.

Gwen smiled at Lucy's over-the-top display, as well as her obvious choice in costume. "Well what about Artemis?" Gwen said, thinking aloud. "She was always my favorite character on that show."

Lucy snapped her fingers. "I like it!" Shapeshifting once more, she turned into a girl with long blonde hair pulled back in a ponytail, dressed in a midriff-baring green top with a stylized arrow on it, a green mask covering most of her face, green pants, black knee pads, and black combat boots. "Total badass, in denial about her feelings, always ready with a harsh, witty retort," Lucy said, counting off on her fingers as she listed the character's qualities. "She's _so_ you!"

"I don't know where you get 'in denial about her feelings' with me," Gwen said defensively. "Also, looking at it now, I think her costume might actually be a little too... _revealing_ for me," she said, looking at Lucy's exposed mid-section.

"Darn," Lucy said, pouting in defeat. A moment later, she seemed to have another idea. "Ooh!" she said, shapeshifting again. This time, she became a girl with long black hair in a stage magician's outfit, complete with a tailcoat, white gloves, bow tie, fishnet stockings, and high heeled boots. "Zatanna!" Lucy announced, waving her hands like a magician who'd just made something disappear.

Gwen had an uncomfortable look on her face as she looked Lucy's new form up and down. "Uhh, that doesn't really solve the 'revealing costume' problem."

Lucy giggled. "Come one! _She's_ a sexy witch, _you're_ a sexy witch, it's perfect!"

Gwen shook her head. "Nope."

"If it's because you're worried about what Ben will think, he doesn't seem like he's the judgmental type."

"Not everything's about Ben you know…"

"Plus, maybe he'll like what he sees," Lucy said with a smirk.

Gwen sighed and glared at Lucy, but said nothing.

"You know girls always dress slutty on Halloween anyway, right? Trust me, no matter what you're wearing, you'll still probably be one of the most respectable-looking girls there," Lucy insisted.

"You only _think_ that because you get most of your knowledge about this planet from TV shows," Gwen argued.

"So does everyone else," Lucy argued back. "Plus, I've been living on this planet for a few years now. I _have_ picked up _some_ things from personal experience, thank-you-very-much."

"Well, then...if you think the girls at this party are gonna dress... _that_ way," Gwen said, "Won't dressing up like superheroes seem kinda... _nerdy_ to them?"

Lucy shrugged. "To some of them, totally. But I already know a couple guys going as Star Wars characters, one girl is going as Zero Suit Samus, and I'm pretty sure there's gonna be at least one The Doctor. So it's not like we'll be the only nerds there."

"Well, if you say so," Gwen relented, standing up. She wondered why she'd even agreed to this. It was no surprise to her that Lucy had been invited to a Halloween party. She was so popular at school now, she'd probably gotten invited to several parties. But Gwen had never been to any kind of party before, outside of family events anyway. However, when Lucy had invited her and Ben, he'd said yes almost immediately, so she'd felt like she had to say yes too.

 _I can't let Ben have all the fun._

"I think I could pull off a Batgirl," Gwen said, stopping in front of her mirror to examine her red hair.

Lucy gasped excitedly. "That's so perfect!" she said, quickly shapeshifting into a red-haired girl wearing a dark gray batsuit. "Hyper-competent, super smart, redhead. Plus Ben could go as Robin! You guys are gonna make the _cutest_ couple!"

Gwen decided to ignore that last part. She turned to look at Lucy, examining her Batgirl costume and imagining what she'd look like in it. "I can wear that," she said, deciding it wasn't at all revealing. "My hair's a little short, though." She had let it grow out a bit more in recent years, but her hair wasn't that much longer than it had been when she was ten.

"Ahh, that's alright," Lucy said. "Everyone _loves_ you with short hair. I don't think I'd even recognize you if you grew it out more." Lucy pondered that for a moment, then she shapeshifted again. This time, she looked just like Gwen, but with longer hair. "Check it out, I'm Gwen!" she said in a perfect imitation of Gwen's voice. "How do you like my long, luscious locks?" she asked, running her hands through her hair and slowly shaking her head as if she were in a shampoo commercial.

Gwen laughed. "Stop! I look _weird!_ "

Lucy stepped up next to Gwen in front of the mirror. "Hmm, I dunno. You still look beautiful to me," she said, looking back and forth between her hair and Gwen's. After a moment, she switched her focus to their identical green eyes. "Gosh, you have such gorgeous eyes. Like, I still can't even get over it."

Gwen couldn't help looking at her own eyes in the mirror.

 _The same as Ben's..._

She turned away from the mirror, embarrassed by Lucy's compliments. "Anyway…" she said, trying to change the subject. "I'm not a shapeshifter, so I still have to get the costume somehow."

"I'm sure you can get a Batgirl costume from any Halloween store. Or order one from some cosplay site," Lucy said. "Now, I wonder if Ben will agree to go as Robin…" she thought aloud, absentmindedly twirling her hair.

Gwen watched Lucy's finger. It felt weird seeing her own hair on someone else. "Uh, Lucy? Could you be Lucy again? This is kinda creeping me out."

Lucy giggled. "Aww, you don't wanna be twins?"

Gwen scoffed. "Please. I get enough of that 'twin' stuff from sharing a birthday with Ben."

An unusual smile spread across Lucy's face. She shapeshifted again, this time into Ben. "How sweet. I didn't know you saw me as a brother," Lucy said in Ben's voice.

Gwen tensed up, staring at Ben's face. "I...I mean...You're like a…Um…" Gwen stuttered out a few words, not sure what she was trying to say or why she was having a hard time saying it.

 _What is he?!_

Lucy's smile faded, and she began looking at Gwen with concern. "Gwen?"

"I...I just...Will you just be Lucy again please?!" Gwen's face was turning red, and her breathing was a little heavy.

"Okay, yeah, of course," Lucy said in her own voice, holding up her hands disarmingly before shapeshifting back into her default human form. "I'm sorry. I didn't mean to freak you out. I know sometimes it's weird for you when I turn into someone else."

"I-It wasn't that…" Gwen said, her voice shaking a little. Nonetheless, she was calming down. She sat back down on her bed and stared at the floor for a moment.

Lucy stood where she was and twiddled her hands together uncertainly. "Is that how you think of him?" Lucy asked seriously.

"What?" Gwen asked, looking up at Lucy nervously.

Lucy held up her hands again, signaling for Gwen to relax. "I mean...About what I said before. Is Ben like a brother to you?"

The same flustered feeling crept up on Gwen, but she forced it down and considered Lucy's question. She'd never really thought about it before, but it made sense, in a way. They're only cousins, but they're the same age, and they even share a birthday. They grew up together. They definitely spent more time together than most cousins, and they probably spent more time together than actual siblings too, especially considering how close they'd become over the last few years.

 _Maybe...Is that all that was…?_

"I...I don't know," Gwen said. "I've never had a brother, so…"

Cautiously, Lucy sat down next to Gwen on the bed and put her hand on her shoulder. "It's alright," Lucy said, comfortingly. "I wasn't trying to put you on the spot or anything."

Gwen looked at her, but didn't say anything.

Lucy smiled at her. "I love you, and Ben. And no matter how you feel about him, I'll be fine with it."

Gwen felt panic rising in her. This conversation had already been uncomfortable, but the way Lucy was choosing her words was taking that to the extreme.

 _It's like she expects us to..._

Gwen brushed Lucy's hand off of her shoulder and jumped to her feet. "Jeez, I mean, he's already my best friend! Isn't that enough? It's not like we can get any closer than that!"

 _Right?_

"Okay, okay, that's fine. Like I said, it's all totally fine." Lucy actually looked a little guilty, which is something Gwen had only seen a few times before. However, she abruptly changed the subject before anything came of it. "So!" she said as she hopped to her feet, seamlessly changing her demeanor from serious to cheerful. "Let's talk costume!"

* * *

On Halloween night, the plan was for the three of them to meet up at Lucy's house before heading over to the party together. It was only just getting dark when Gwen made her way up Lucy's driveway, but there were already younger kids running around in costumes and trick-or-treating. Dressed in her Batgirl costume, Gwen could've easily been mistaken for one of them. Arriving at Lucy's front door, Gwen knocked. The door swung open almost immediately.

"Happy Halloween!" Lucy shouted. She was dressed in her Wonder Girl costume and holding a big bowl of candy. "Oh, it's you!" she said when she realized it was Gwen. "Come in, come in! Have some candy!"

"Thanks, Lucy," Gwen said, stepping inside and grabbing some chocolate out of the bowl.

"Camille! Joel! Gwen's here!" Lucy called into the other room. "Come on," she said, signalling for Gwen to follow her. She then led Gwen into the living room where Joel and Camille were both seated, Joel reading a book and Camille typing on her laptop.

"Hey there, Gwen!" Joel greeted her. "That's a pretty sweet costume you got on there."

"Yeah, she looks badass!" Lucy said, giving Gwen a punch on the shoulder.

"Ouch!" Gwen yelped. "Thanks," she said to Joel, then turned to his wife. "Hello, Camille."

Camille smiled warmly at her. "Hello, sweetie. I hope Lucy's not giving you too much of a hard time already."

"Oh, you know. Same as ever," Gwen said.

"Yep!" Lucy shouted, grabbing Gwen's cape and yanking her to the side.

"Hey, whoa!" Gwen nearly fell over, grabbing onto Lucy's arm to regain her balance.

Lucy giggled, grabbing onto Gwen's shoulders. "This is _so_ perfect. You and me. Crime fighting duo. We're gonna go out there and show those evil-doers who's boss."

Before Gwen had a chance to respond to Lucy's ramblings, the doorbell rang.

"Ooh! More trick-or-treaters. Come, Batgirl! To the front door!" Lucy shouted before running out of the room. Joel and Camille simply smiled and shook their heads before going back to what they were doing.

 _Guess they're pretty used to this by now._

Gwen chuckled to herself, then hurried after Lucy. Back at the front door, she saw Lucy open it while holding the bowl of candy.

"Trick-or-treat!" A chorus of little girls dressed as various Disney princesses called out in unison.

Lucy paused with a stupid smile on her face, then squealed like an excited fangirl. Gwen had to swoop in and catch the candy bowl when Lucy bounced up and down a little.

"Heheh, um, here. Have some candy. Happy Halloween," she said, smiling nervously at the trick-or-treaters.

"Thank you!" the princesses said as they came up to her and grabbed a few handfuls of candy.

"Gwen. Gwen. Gwen," Lucy repeated quietly, poking Gwen each time.

"What?"

"Gwen. Gwen."

"What, Lucy?" Gwen asked a little louder.

" _Look how cute they are,_ " Lucy said in a quiet, high-pitched voice.

"I know, Lucy. I know," Gwen said, a little embarrassed to be standing next to her at the moment.

As the princesses were turning to leave, Gwen noticed Ben approaching the house. He was dressed as Robin, complete a black domino mask, a cape that was black on the back and yellow on the inside, a red shirt with a yellow R where the breast pocket would be, a yellow utility belt, black pants, and black boots. Gwen and Lucy stood in the doorway as he came up the walkway, although Lucy seemed to be in a daze and may not have noticed him yet.

"Hey, Doofus," Gwen greeted him.

"Hey, Dweeb. Ooh, candy," Ben said, reaching for the bowl.

"Uh-uh, these aren't for you," Gwen said, pulling the bowl away from him.

"Aw, come on," Ben complained. Then he noticed Lucy staring off into space with a dreamy look on her face. "What's with her?"

"Cuteness overload."

"Ah."

"Here, come inside." Gwen stepped back and held the door open for Ben, who sidled past Lucy into the house.

"So, we ready to…" Ben started to talk, but trailed off. Inside the house where the lighting was better, he got a good look at Gwen in her costume for the first time, and it made him stop and stare.

Gwen noticed, blushing a little before glaring at him. "What are you looking at, Doofus?"

"Hmmmmm?" Lucy slid into Gwen's line of sight between her and Ben, giving them a curious smirk.

 _Of course that got her attention…_

Ben blinked. "You, uh...Your hair's too short."

Having been optimistically hoping for a compliment, Gwen's glare intensified. "At least mine's the right color, Dick."

Ben looked offended for a moment before a look of realization came over him. "So _that's_ why you wanted me to go as Robin."

That launched Lucy into a giggling fit.

"Actually it was Lucy's idea." A smug smile spread across Gwen's face. "Although it _is_ why I agreed to it."

"Very funny. Try not to get shot in the spine," Ben said.

"I suggested Lagoon Boy at first," Lucy said. "But the costume would've been a little hard for a non-shapeshifter like you."

"Him? No way. I'm not _that_ ugly," Ben argued.

"Some of us might disagree with that," Gwen said.

Lucy giggled, then grabbed Ben's arm with both hands. "Come on, come on, both of you! I gotta show you guys off to Camille and Joel!"

"Wait, but don't we have to get to that party?" Ben asked as she dragged him along.

"It'll just take a second!" Lucy insisted. Gwen followed after them.

"I present to you, Batgirl and Robin!" Lucy declared loudly as they re-entered the living room.

Joel and Camille looked up at them. Camille looked amused, while Joel laughed out loud.

"Ah, you're all such dorks," Joel said.

"Hey!" Ben and Gwen said in unison. Lucy laughed too.

"Nah, I'm just giving you a hard time," he said. "You look great."

"Are you heading to your party soon?" Camille asked.

"In a minute," Lucy said. "First, show them your Wonder Woman!"

Ben and Gwen looked at Lucy questioningly.

"Just watch!" she told them. "Camille, do it! Do it! Please?"

Camille sighed with a playful smile, rolling her eyes. Relenting to Lucy's request, she stood up and walked over to a more open area of the floor. Once clear of any obstructions, she held out her arms and did a Wonder Woman twirl, shapeshifting into the dark-haired Amazon princess.

"Yay!" Lucy hopped up and down, clapping her hands appreciatively. She ran over to Camille and stood next to her, striking a pose. "Wonder Woman and Wonder Girl, ready for action!"

Gwen laughed at Lucy's enthusiasm, then glanced over at Ben. His jaw hung open as he stared at Camille in her Wonder Woman costume, his eyes unable to decide where to look. Without thinking, Gwen made a fist, but stopped herself before hitting him.

 _No! I shouldn't! Stop letting that bother you!_

"That's great, Camille. You guys make a good duo," Gwen said, trying to remain nonchalant. "But, uh, we should probably head out, right Lucy?"

Lucy giggled. "Okay, fine." She quickly turned and hugged Camille, then ran over to Joel and gave him a hug as well. "Bye, guys! Love ya!"

Everyone else said their goodbyes as Lucy skipped out of the room. "Come on, Dick," Gwen said to Ben as she turned to follow Lucy.

"You're gonna be callin' me that all night, aren't you?"

* * *

"So...what exactly do you _do_ at a party?" Gwen asked on the way to Lucy's friend's house. While it was embarrassing for her to admit, she genuinely didn't know what a real, non-family-related party was supposed to be like. She had a general idea based on what she'd seen in TV shows, but she didn't believe TV reflected reality as much as Lucy did.

"Wow. You really _are_ a Dweeb," Ben said.

"Oh, and I suppose _you_ know?" Gwen fired back.

"Relax, you two," Lucy said. "Parties are fun! All you gotta do is find someone cute to hook up with," she said, as if it were the most obvious thing in the world.

Ben's eyes opened wide at Lucy's bold statement, but he said nothing.

" _Lucy!_ " Gwen said, appalled. "We're _thirteen_ , for crying out loud!"

Lucy giggled. "I'm only joking, sort of. For real though, just have fun. Hang out. Talk to people. Eat food. Dance to the music. Play stupid party games. All that good stuff."

Gwen nodded, accepting Lucy's simple explanation.

 _Sometimes I feel like this alien is better at human stuff than I am._

"Just try to stay whelmed," Ben said to her.

Gwen looked at him in confusion. It took her a moment to get the reference, but she laughed. "Are you kidding me?"

"Hey, I'm Robin tonight. I gotta play the part."

When the three of them arrived, Ben and Gwen stood behind Lucy while she knocked on the door. A girl dressed as some sort of vampire bride opened it. She smiled broadly when she saw who it was.

"Lucy!" the girl said, stepping forward to hug her. "So glad you could make it! Nice half-assed Wonder Woman costume, by the way," she joked.

Lucy smirked. "It's Wonder _Girl_ , you philistine."

The vampire bride noticed Ben and Gwen standing behind Lucy. "Hey, Gwen. Nice to see you!"

Gwen smiled awkwardly and nodded at the girl. She was a little surprised her classmate was able to recognize her with the cowl covering most of her face, but she figured her hair must have given her away.

Next, the vampire bride studied Ben for a moment. "I give up. Who's he?" she asked.

"I'm Robin. Duh," Ben quipped.

The girl laughed. "Okay, smartass. But who are you actually?" She looked at Gwen for an answer.

"Him? He's nobody important," Gwen said.

"Hey!" Ben complained.

Lucy giggled. "He's Ben. He's from the other school," she explained.

"Ohhh, okay," the vampire bride said. "Well, come on in, guys! Welcome!"

Inside, the place was packed with kids from Gwen and Lucy's school, almost all of them in costumes. Music was blaring from another room. Several tables were cluttered with bowls of candy, chips, junk food, and two-liter bottles of soda. The floor was already littered with discarded candy wrappers and plastic cups.

Lucy was practically bouncing up and down with excitement. Her head darted back and forth as she looked around the room, smiling progressively wider as she recognized more and more of her friends.

On the other hand, Ben and Gwen were less excited. Ben didn't know anyone there other than his cousins, and Gwen's mind was focused on something else. She wanted to make sure Lucy had been right earlier and that their costumes were not going to stand out as being nerdy. After seeing that girl's somewhat scary-looking vampire bride costume, Gwen had been skeptical. But now that she was inside, in addition to the scary costumes, she could see Spider Man, someone that looked like they were from Game of Thrones, and two guys dressed as Boba Fett and Chewbacca.

 _What are those two hanging out for?_

The girl dressed as Zero Suit Samus that Lucy had mentioned walked past them as Gwen looked around. She recognized her as another of her classmates who she hadn't talked to a whole lot. "Huh."

 _I guess Lucy was right._

"I know. That suit is _tight_ , huh?" Lucy said.

"Not _that_ ," Gwen said. "I was just thinking you were right, about how nerdy everyone else's costumes are."

"Oh. Well, duh! I'm always right!" Lucy giggled. "Ooh! Let's go get some candy." Either wanting to change the topic or just having a low attention span, Lucy skipped over to one of the tables set up with candy and other snacks. Ben and Gwen followed her.

"Whoa, dude," Ben exclaimed upon seeing the assortment. "King-sized ones! Geez, why did I ever go trick-or-treating on my side of town?"

Gwen laughed, grabbing a handful of candy out of the bowl. "It's not too late to go trick-or-treating instead," she joked.

Lucy was already tearing wrappers and shoving chocolate after chocolate into her mouth. "I've always loved this stuff," she said, although it was hard to understand her with her mouth full. "There's nothing like it on my planet."

"Whoa, hey, you might wanna be careful about saying that," Ben said, looking around to see if anyone had overheard her.

Lucy laughed. "Half the people here are claiming to be from other planets tonight. I think I'm good."

"Hey, is that Gwen?" a voice from behind them said. Turning around, they saw a group of boys that Gwen and Lucy recognized from their class. "It is!" the boy said.

"And Lucy," another one of them said.

"Hey, guys!" Lucy said, smiling excitedly. "Didn't know you were gonna be here."

Gwen wasn't quite as happy to see them, so she just smiled vaguely.

"Batgirl, huh?" the one who'd originally spotted Gwen said. "Cool! Didn't expect that from you."

Ben narrowed his eyes and stared at the guy suspiciously.

"What were you expecting?" Gwen asked.

Lucy gave him a knowing smirk. "Misty? Or maybe Kim Possible?" she suggested.

"Ooooh!" The boy's friends started laughing, patting him on the back or giving him little jabs to the shoulder. His face turned red in embarrassment, but he managed to brush it off once his friends had calmed down.

"Seriously though, it's a cool costume. You look really great in it. Are these things sharp?" he asked, raising his hand to touch the pointy ears of her cowl.

With surprising speed, Ben reached out his arm and grabbed the boy's wrist. "Dude. Really?" he asked, giving the other boy his most unamused 'back off' face.

The boy look visibly frightened. "Uh, sorry, I…" He meekly pulled his hand away and stepped backwards into his group of friends, who once again _ooh_ 'd him and slapped him on the back, laughing at him as they led him away.

"What'd ya expect, dude?" one of them asked.

"Yeah, seriously. You really think she wouldn't have a boyfriend already?" another said.

Overhearing this, Lucy burst out laughing.

"Hey!" Gwen shouted at Lucy.

 _He's not-_

She turned and glared at Ben. "What the hell was that?" she yelled at him in a hushed tone.

"What?" Ben asked, holding his arms up. "I didn't do anything!"

Gwen sighed exasperatedly and rolled her eyes.

"Wow, Ben," Lucy said, recovering from her laughing fit. "I had no idea anyone could be so intimidating dressed as the Boy Wonder! Poor guy probably thought you were gonna stomp him!"

Ben scratched the side of his head and looked away. "Sorry…"

"Whatever," Gwen said, wanting to drop the subject.

Afterwards, the three of the walked around the house together, bumping into more people Gwen and Lucy knew from school. Gwen was really hoping Emily would be there, but she wasn't. Instead, it was mostly just kids she sort-of knew, almost all of whom happened to be friends with Lucy.

When they got to the entrance of the room where the music was coming from, Lucy got excited.

"Ooh! Ooh! Come on, let's go dance!" she said, hopping up and down while trying to pull Ben and Gwen into the room with her.

Ben pulled away from Lucy's grip. "Uh, I'd really rather not."

"Aw, come on!" Lucy moaned. "I already know you can dance," she said, wiggling her eyebrows at him.

"That was at a wedding! And we weren't surrounded by other kids!" he argued.

Lucy pouted. "Gwen? What about you?" she asked.

Gwen gave her an apologetic look and shook her head. "I don't really want to either."

" _Guh_ ," Lucy moaned. "You guys are _lame._ I'm gonna go dance."

Ben and Gwen watched as Lucy ran into the room and joined the rave. Then they looked at each other.

"Well...now what?" Ben asked.

"Hmm..." Gwen looked around. She spotted tons of people she knew, but she didn't feel like talking to any of them.

 _It must be even worse for him, not knowing anybody here._

"I don't know. We shouldn't have come here. This was stupid."

Ben laughed at that. "Yeah, I guess it was, huh?"

Gwen laughed too, feeling good about being on the same page as him for once.

"You wanna leave?" Ben asked.

Gwen looked back into the room where Lucy was now dancing in the middle of a huge circle of people. "I'd feel kinda bad just ditching her."

Ben nodded. "Well then, how about we steal a ton of candy, find a less crowded room, and play some games. You bring any?"

Gwen narrowed her eyes. "Of course not. I don't bring my 3DS with me everywhere."

"What's the point of that utility belt if you don't use it?" Ben asked, gesturing to Gwen's belt. "You got your phone at least?" he asked.

Gwen nodded. "Yeah, of course."

"We got some mobile games we can play. So, how 'bout it?"

Gwen took one last look around the room, then shrugged. "I guess."

Following Ben's plan, the two of them proceeded to ransack the snack tables. Gwen didn't want to take too much, but Ben grabbed all the candy he could and stuffed it into the pockets of his costume's surprisingly functional utility belt. Then, together, they made their way through the crowded house in search of someplace quieter to wait for Lucy.

Not finding anywhere good on the ground floor, they went upstairs. There was nobody up there, just a few empty bedrooms.

"Uh, I don't think we're supposed to be up here," Gwen said.

"Probably not," Ben agreed, taking a bite out of a king-sized candy bar as he walked into one of the bedrooms.

"Ben!" Gwen complained, following him into the room.

"Relax, it's no big deal," he said, pulling off his domino mask. "Ahh, that's better. This thing gets hot as hell when it's pressed against your face all day."

Gwen hadn't realized it until Ben had said it, but her mask was making her face sweaty too. She grabbed the bottom of her cowl and peeled it up over her head, leaving it to hang down her back. She fanned her face with her gloved hand and let the cool air wash over her. Then she noticed Ben looking at her. "What?" she asked.

Ben cleared his throat after swallowing some candy, then he chuckled. "Your hair is _really_ messed up right now."

"Yeah, well, your hair is really messed up all the time," Gwen countered.

"Well your _face_ is really messed up all the time."

Gwen laughed. That was a classic Ben/Gwen exchange if there ever was one, and it was definitely helping her loosen up. She'd felt so awkward downstairs with all those other people. But now she was alone with Ben, and after one little fake fight, she was already feeling more relaxed. So, she decided to close the door and join Ben.

Ben pulled out his phone. "So. We both got a lotta candy here. How 'bout we make it interesting?"

Gwen took out her phone as well. "You want to gamble with candy?" she asked.

"Damn right! That way, when I walk out of here after crushing you, I'll have all your candy too. What could be better?"

"You're _so_ on," Gwen said, accepting his challenge.

They both pulled out all the candy they'd taken from downstairs and piled it on top of the bed.

"You've got way more than me," Gwen said, seeing the difference in the size of their candy piles.

"Tough luck, Dweeb."

"We should divide it evenly to start with."

"Hell no. I'm not giving you any of my candy for free."

Gwen looked him in the eyes, smirking. "Well, if you don't think you can win without a head start, I don't blame you…"

Ben moaned. "Alright, fine," he said, shoving a decent portion of his candy pile over to Gwen's until they were about even. "Happy? Now, let's go."

* * *

Lucy was panting as she exited the room. She loved to dance, and she would've kept at it for longer if the music hadn't stopped. Now, though, she could really go for some water. Heading over to one of the refreshment tables, she grabbed a plastic cup and filled it with ice water. As she gulped it down, she looked around the room for Ben and Gwen. Not seeing a Robin or a Batgirl anywhere, she checked her phone to see if they'd texted her at all. She had no new messages.

 _Wonder what those two are up to…_

Lucy had a few ideas, but she wrote them off as wishful thinking on her part. She decided to look for them, starting with the rooms on this floor.

As she searched for Ben and Gwen, she kept running into more of her friends from school, which sidetracked her for a few minutes each time. Eventually, she bumped into the group of boys they'd run into earlier.

"Hey, it's Lucy again!"

"'Sup, Lucy?"

"Hey guys!" Lucy said cheerfully. "Have you seen my cousin?" she asked, intentionally saying 'cousin' rather than 'cousins.'

"Yeah," said the boy who'd been hitting on Gwen earlier. "She went upstairs with her boyfriend."

"Not that he's salty or anything."

"No, of course not."

"Not at all."

"Oh, fuck you guys," the boy replied to his friends' taunts.

 _They went upstairs...alone...where the bedrooms are…_

It took Lucy a moment to process what had just been said. A huge grin stretched across her face and her eyes shone brightly. "Oh my Glob!" she said excitedly before running for the stairs.

 _Oh please, oh please, oh please…_

She knew it was just wishful thinking again, but Lucy couldn't help but get her hopes up. Once she was about halfway up the stairs, she slowed down, deciding to creep up the remaining stairs quietly so Ben and Gwen wouldn't hear her coming.

At the top of the stairs, she saw a hallway with several open doors and one closed one. With a smile on her face and her heart beating madly, Lucy carefully approached the closed door and leaned her head against it. After a moment, she could hear Ben and Gwen's voices coming from the other side.

* * *

"No!" Gwen shouted. "Oh, come one! You topdecked _exactly_ the card you needed to win right there!"

Ben laughed triumphantly. "Nah, that was pure skill on my part," he said, putting his hands on the pieces of candy Gwen had bet and sliding them over to his candy pile. At the moment, his was significantly larger than hers.

"Ugh, why are we even playing this stupid game? We might as well be flipping a coin!" Gwen complained.

"Alright, fine," Ben said. "You pick the next game, and I'll crush you in that, too."

Gwen looked at her dwindling candy stash and sighed. "No, I think I'll cut my losses. This is about what I started with anyway."

Ben smiled smugly. "Whaddya know, you really are the smart one."

"You're not exactly my biggest competition in that area, Doofus," she said as she began scooping up her candy and putting it back into her pockets. Once she'd put it all away, she looked up at Ben, who was still collecting his winnings.

 _Thump._

Gwen felt her heart pound, and a strange feeling she'd only felt once before overcame her. It was so different compared to how she'd been feeling earlier when she was downstairs with the rest of the party. For some reason, she felt compelled to say something to him.

"Hey," she said, getting his attention. Ben stopped picking up his candy and looked at her. When they made eye contact, Gwen had to quickly glance off to the side, but she kept talking. "...Thanks...for coming here tonight," she said. She scratched the back of her neck nervously. "I guess I'm really not much of a 'party' person after all. I don't think I would've enjoyed coming here tonight by myself, but you made it fun. So…thanks." Fighting her nervousness, she looked up and made eye contact with him again. Ben was just looking at her with a blank expression on his face, like he was surprised and had no idea how to respond. "Hey, don't look at me like that," Gwen said, glaring at him.

"I'm not looking at you like anything," Ben said in his defense. "You're the one acting weird again."

"Whatever, Doofus," Gwen said, taking a candy bar out of her pocket and taking a bite out of it.

Ben looked confused, then shook his head and went back to pocketing his candy. "We should go find Lucy," he suggested.

* * *

Back outside in the hallway, Lucy pulled her head off of the door and crept away, heading back downstairs. Along the way, she couldn't stop grinning.

 _Okay, that was adorable as all hell. We're so close, I can almost taste it!_

* * *

 **Author's note:**

So close, but the tsundere is strong with this one.

Comments:

pr0dz: "Another chapter starts. I like that Lucy is getting more of a role now in Year 4."

Lucy is a permanent main character for the rest of the story now, and she really shines in Year 4.

Davidscrazy234: "You should make a chapter when it's a regular day when Ben, Gwen, and Lucy gets a visit from 15 year old Ben from the future with his new Omnitrix."

Nah. My timeline is different.

Anonymous Rex: "I'm not actually sure what to think of the Omnitrix being destroyed, but I really enjoyed Ben suffering real consequences for his actions."

Yeah. It would be pointless for him to lose the Omnitrix if he just gets it back or gets a new one immediately.

Jagcity: "Your story can most certainly compete (if not second to none) with Little Moments!"

Thanks! It's a big compliment to be compared to the original!

csgt: "I thought it was funny that Lucy introduced herself as Lucy Tennyson instead of Lucy Mann (since Tennyson is NOT her surname), I think she really looks up to Ben and Gwen"

In my timeline, Camille took Joel's surname when they got married, so Lucy took it as well when they adopted her. Also, I've decided that the lenopans we've met weren't using their real alien names, and were instead using more human-friendly pseudonyms, so Lucy's name isn't even really Lucy.

Guest: "Okay, so a little breather chapter, I can respect that. And I guess Gwen isn't the kinky type, am I right, lol?"

I'm not sure what brought that up, but you're not wrong. Lucy on the other hand…

Guest: "Also, I forgot to say: it would be cool if there's a scene where Gwen and Julie finally meet."

If Ben keeps hanging out with both of them, it's bound to happen eventually.

PhantomWorks- Stories division: "you've started the 4th and final year of this story, are you done with this story after that or do you have a sequel planned?"

I've talked about my plans for after this story in my author's note for chapter 24. Basically, I have no sequel planned. I'll be taking a long break to work on my next project, which will probably be either Legend of Zelda or DC related.


	32. November, Year 4

**August, Year -4**

"Look at them out there. Aren't they cute?" Sandra said, looking out into the backyard from the kitchen window.

"It's good to know they get along so well," Frank said, taking a sip of his coffee. "I was worried they'd end up fighting."

Carl laughed. "Ben's usually quite the fighter, actually. Little Gwen seems to have a way of calming him down."

All four parents sat around the kitchen table, drinking coffee and discussing their children. Despite living in the same town, the two couples didn't get very many chances to see each other, so they let their kids play whenever they could.

"How were Ben's grades last year?" Natalie asked.

Sandra laughed. "For heaven's sake, Natalie. They're six! What do grades mean for kids their age?"

"A lot," Natalie insisted. "Gwen's already doing math at a second grade level."

Carl and Frank grinned at each other, rolling their eyes. The two brothers were glad their kids got along better than their wives.

Outside, Ben ran across the yard and picked up a stick. "Look!" he said, thrusting the stick into the air in front of his cousin. "It's the legendary sword!"

"Wow!" Gwen said, looking at the stick in awe. "What does it do?"

"It slays dragons," Ben said. "Ya! Ya! Ya!" he shouted, slashing at the air.

"Oooh, are you a knight?" Gwen asked.

"Yep! So I gotta fight the dragon and save the village!" Ben declared, holding up the stick triumphantly.

"Okay!" Gwen shouted, thrusting her fist in the air. "Then I'm a wizard. I'll help you slay the dragon with my fireballs!" She stepped forward and put her hands together, thrusting them forward like she was casting a spell.

"No!" Ben shouted. "Don't use _fire_. Don't you know anything about dragons?"

"Oh, yeah, you're right. Then, ice!" Gwen made the same spellcasting gesture.

"Yeah! Die, dragon!" Ben leapt forward and began slashing at the air again.

Back inside, their parents were watching them and laughing.

"So, they're fighting a dragon this time?" Frank said. "Awfully brave of them."

"Ben's all about the heroics," Carl commented. "Knights, superheroes, Star Wars. He loves any good hero story."

"Well, maybe we can put a movie on for the two of them later?" Sandra suggested. "I'm sure Gwen would love any of Ben's favorites."

Natalie sighed disapprovingly, but she took a sip of her coffee and said nothing.

Outside, Ben stepped forward with purpose and stabbed the stick straight down into the ground. "Defeated is the monster!" he declared.

"Hurray!" Gwen cheered, throwing her hands up in the air.

Ben smiled and looked around, already trying to decide what to play with next. Then he had an idea. "Hey! You wanna go inside and play video games?" he asked Gwen.

Gwen smiled and gasped. "Your parents let you have video games?" she asked in amazement.

"Yeah! Do Uncle Frank and Aunt Natalie not let you have them?" Ben asked.

Gwen shook her head. "Wow. Aunt Sandra and Uncle Carl are so _cool!_ "

"Come on," Ben said, taking Gwen's hand in his. "Let's go inside."

Gwen smiled and let Ben lead her into the house.

"Hey, there they are!" Carl said as Ben entered through the back door, trailing Gwen behind him.

"How're you doing, kids?" Sandra asked.

"Great!" Gwen said.

"We slayed the dragon," Ben stated.

Their parents laughed at how proud they sounded.

"Well, thank you for your service, good heroes," Frank said.

"Daddy, can I play video games with Ben?" Gwen asked her father.

"Well, sure, sweetheart," he agreed.

"Yay!" Ben and Gwen shouted in unison before running out of the room.

Sandra was beaming. "They really do get along, don't they?"

"Of course they do. They're cousins, after all," Frank said.

"Speaking of which, we should try to visit Joel sometime soon," Carl suggested. "Dad and Uncle Gordon's business keep him so busy, we hardly ever see him."

Frank chuckled. "Gwen and Ben both think very highly of Joel. Maybe they'll help convince him to settle down and have some kids of his own some day."

"Are you kidding?" Sandra laughed. "I can't imagine your cousin getting married. That handsome devil is gonna be a ladies' man 'til the day he dies."

Over in another room of the house, Ben turned on the TV and his game console. Grabbing both controllers, he walked back to the couch and sat down next to Gwen, handing her one of the controllers.

"How do you play?" Gwen asked, holding up the controller and examining all the buttons.

"Don't worry, it's easy. I'll teach you."

Gwen looked at her cousin's smiling face, brimming with confidence. She smiled back at him and nodded. "Okay!"

* * *

 **November, Year 4**

Gwen opened her eyes. Within the first few seconds of waking up, she forgot nearly all the details of her dream. All she could remember was that it was a memory from her childhood, and that Ben was there, but that was about it. Groggily, she sat up in her bed. Putting her hands to her temples, she tried to remember more clearly. She knew their parents had been bringing her and Ben to each other's house since they were little.

 _Maybe it was something from before we started fighting._

Gwen looked to the side of her bed at the framed picture of her and Ben that she kept on her desk. She smiled warmly, letting herself fall back to lay her head down on her pillow again. It was the weekend, so she didn't need to get ready for school.

A few minutes later, she heard her phone vibrating on the table, so she reached out and grabbed it. Looking at the caller ID, she saw it was Lucy.

"Hello?" Gwen said, answering it.

"Hey, Gwen!" Lucy's voice sounded way too cheery for so early in the morning.

"Hey, Lucy," Gwen replied. "What's going on?"

"Nothin' yet. You wanna hang out today?"

"Yeah, okay. What do you wanna do?"

"Don't know. We'll figure it out as we go."

"Uh, okay," Gwen said. "I'll text Ben."

"Already tried him. He's busy today."

"Busy?" Gwen asked. "With what?"

"Shrug," Lucy said the word out loud over the phone. "I think he's just hanging out with some other people."

"Who?" Gwen asked, narrowing her eyes.

"I don't know," Lucy said. "If I knew, I woulda said so."

"Hmm. Alright, well, come on over whenever," Gwen said.

"Will do! Bye!"

Gwen put her phone down. For some reason, she thought it was strange that Ben was busy. Not that he didn't have a life, but it had been a while since the last time he was unable to hang out.

 _I wonder who he could be with…_

* * *

"You did pretty well today," Julie said as Ben handed her the tennis racket she'd lent him.

"Heh. You kidding? I still suck at this," Ben said.

Julie placed the rackets into her bag and zipped it up. "You don't _suck_ at tennis. Sure, you're not as good as me, but I've just been playing longer."

 _Yeah, right._

Ben smiled and rolled his eyes at Julie's modesty as she picked up her bag and began to walk towards the doors. Being November, they were using an indoor tennis place since it was too cold to use the outdoor courts she normally used. On their way out, Julie put her bag in a locker by the entrance to the facility.

"You're not bringing that with you?" Ben asked.

"It's fine," Julie said. "I'm renting this locker. And I'll need my stuff when I come back here later this week."

Ben nodded. At the moment, he had his left hand was in his pocket, trying to act casual while hiding it. However, it didn't work.

"Hey, is your arm doing okay?" Julie asked. "I noticed you were having trouble with your backhand swings today." There was clear concern in her voice, but she seem to be trying to downplay it.

Ben took his hand out of his pocket and looked at his arm. "Yeah, it's okay."

"Are you sure? I was worried that tennis might not be good for it," Julie said.

 _Yeah, you said that like four times before we played._

"Nah, I'm a righty anyway," Ben insisted, waving his hand like it was no big deal.

Julie still looked concerned, but she nodded in acceptance. "So," Julie said, stretching her arms as they walked outside together. "What do you wanna do now?"

Ben shrugged. "Wanna go to the arcade?"

Julie looked at him and gave him an odd smile. "You know, I've always found it a little weird how much you like the arcade."

"Hmm? Why?" Ben asked.

"I've seen your video game collection," Julie said. "You've got way more games than that place does. Way _better_ games, too. And they don't eat your quarters like candy. Plus, what is this, the '80s? Frankly, I'm surprised arcades even still exist."

 _I've heard that from someone else before._

Ben laughed. "I don't know, they're just fun. They got those big old stand-up cabinets, games where you actually hold guns or ride motorcycles, plus they have pizza."

"They _do_ have good pizza," Julie agreed.

"Exactly. So, you wanna go?" Ben asked again.

"Sure, why not?"

* * *

"Ooh! Ooh! I wanna try that one with the toy gun and the foot pedal," Lucy said, skipping down the street as Gwen walked beside her.

"I thought you didn't like shooters," Gwen said.

"They're not all bad," Lucy said. "Ooh! That reminds me, I got a new PS3 game that I _have_ to show you some time. I think there's a character you're really gonna love."

When they got to the arcade, the first thing they did was the co-op mode of the game Lucy wanted to try. She hadn't been to the arcade since she'd moved to Bellwood, but she had been there before when she was living with Gwen. There were still lots of games she hadn't tried yet, including a few that were new. This time, she said she wanted to try them all.

"Jeez, remind me never to give you a gun," Gwen said as they walked away from the game cabinet to go pick out the next one.

Lucy giggled. "And remind _me_ never to give you a grenade launcher. I didn't know the game counted it as a kill streak if you do it all in one shot."

Afterwards, Gwen and Lucy went down the row, playing a few other games that weren't already taken by someone else. As they rounded a corner, Lucy's face lit up. "Look, it's Ben!" she said, pointing.

"What?" Gwen quickly turned her head. Sure enough, Ben was over on the other side of the room playing a fighting game with a dark-haired girl.

 _Uh-oh…_

"Let's go say hi," Lucy suggested.

"No!" Gwen held her arm out in front of Lucy to prevent her from heading over to him.

"Why not?" Lucy asked, tilting her head.

"See that girl he's playing with?" Gwen asked.

Lucy looked at her. "Yeah. She's pretty."

"That's Julie," Gwen said. Although she still hadn't met her properly, she knew what she looked like.

Lucy looked back at Gwen with wide eyes, then looked at Julie again. "I wanna go meet her."

Gwen still didn't move her arm out of Lucy's way. "I, uh, I don't think we should go over there."

"Why not?" Lucy asked.

Gwen took a moment to try to think of a response, but she couldn't think of an answer that she could say to Lucy. "I...I...I don't…"

Lucy looked at her sympathetically for a moment. "Hmm, I guess you're right," she said. "It might be a little rude to show up unannounced and interrupt them."

Gwen stopped stuttering and furrowed her brow in confusion.

 _Who are you and what have you done with Lucy?_

"I know! Let's just grab some pizza, and then we can check out that new store across the street," Lucy suggested.

Gwen thought it was weird that Lucy would suggest leaving so soon, especially since she had wanted to play so many other games. However, she really wanted to avoid bumping into Ben and Julie, so she agreed.

"Sure, why not?"

* * *

At school the next day, Gwen grinned with excitement as she leafed through her book.

"Hey," Lucy greeted her as she approached her desk.

"Hey!" Gwen happily returned the greeting. "Good morning!"

Lucy smiled. "Well, you certainly seem to be in a good mood this morning," she commented, pleasantly surprised. After they had left the arcade the day before, Gwen had been somewhat somber and untalkative for most of the day, so Lucy had probably been expecting her to be in a worse mood than she was. "Did something happen after we hung out yesterday?" she asked.

"Hmm? Oh, no," Gwen said, shaking her head. "But, I heard we're watching a documentary on Charles Darwin in biology today."

"...Oh," Lucy said. "Wait, _that's_ what you're so happy about?"

"Mhmm!" Gwen nodded. "He's kinda one of my science heroes. My mom gave me a couple of his books when I was younger. He was _such_ a smart man."

Lucy looked amused. "You know, I'm sure Ben would have a thing or two to say about you having a crush on some scientist."

Gwen laughed. "Oh, I'm sure he'd call me a mega-dweeb. But Darwin's not just _some_ scientist."

"Yeah, yeah, I know. He's the evolution guy," Lucy said. "My planet figured that stuff out, like, eight hundred years ago. 'Though I gotta say, you humans kinda got screwed over in that department. No shapeshifting, no fire generation, no super speed. Frankly, I'm surprised you haven't all been eaten by crocodiles. Now _there's_ a well-evolved species."

"Yeah, well, I'd like to see a crocodile invent the wheel or discover the Higgs boson," Gwen said.

"I'm just messin' with you," Lucy said, laughing. "You know I love humans."

"Yeah, I've seen your weird Japanese 'I heart humanity' T-shirt."

Later that day, when it was time for biology, Gwen was still unnaturally excited. She already liked school normally, but she was practically skipping on the way to class. As she walked down the hall beside Lucy, smiling to herself, she noticed Lucy was giving her an amused look again.

"What?" Gwen asked.

"Nothing," Lucy said. "I'm just not used to being the sane one."

Gwen laughed. "Shut up."

"Like, seriously. Is this what it's normally like being you? Man, I must be _so_ annoying," Lucy joked.

When they got to class, Gwen settled down a little. As excited as she was, she was worried about her classmates seeing her acting even more nerdy than usual. However, that didn't stop her from grinning excitedly when the teacher dimmed the lights and put the movie on.

Most of Gwen and Lucy's classmates took out their phones, started doing homework for their next class, or just let their heads drop to their desks to sleep as soon as the movie started. Gwen, on the other hand, watched intently. Lucy also decided to take an interest in the documentary, but Gwen got the impression Lucy was more interested in learning about her interests than she was in learning about Darwin.

The movie began with a classy British narrator giving a brief overview of Charles Darwin's major contributions to the world of science before delving into his life story. The whole documentary was intercut with scenes of a modern-day British professor teaching schoolchildren about Darwin as well as scenes of actors reenacting moments from Darwin's life.

Gwen was fascinated whenever the movie discussed Darwin's scientific work, but she didn't much care for most of the reenactment scenes. Some of them were interesting to her, such as the scenes depicting his research in the Galapagos Islands, but others were about his personal and family life, which Gwen found boring. Nineteenth century life in England didn't interest her as much as science did. However, there was one scene from Darwin's personal life that captured her attention in the worst possible way.

It started off boring enough. Darwin was at a fancy dinner party where he started chatting with a woman, which made Gwen realize this scene was probably about how Darwin met his wife. She rolled her eyes.

 _Get back to the good part, please._

The scene cut to Darwin and the woman walking together in a grassy field on a bright, sunny day. They chatted some more, and then began flirting. Gwen thought the acting was really cringe-worthy, and she was just about ready to give up and take out her phone like all her other classmates for a bit. But as the scene faded, the narrator's voice came in. "Charles Darwin went on to marry his cousin, Emma Wedgwood, with whom he had ten children."

Gwen froze. She'd been resting her chin in her hand which was propped up on the desk, bored. But as soon as the narrator spoke those words, her eyes bugged out.

 _His COUSIN? Married? TEN kids?!_

Gwen felt herself breaking out in a cold sweat. Her heart was beating fast, and she had to struggle to control her breathing. Out of nowhere, she'd become more nervous and uncomfortable than she'd been in a very, very long time.

 _That can't be true, can it? They can't be real cousins. That's gotta mean, like, really really distant cousins or something, right?_

Gwen had stopped paying attention to the movie. The weirdness of this newfound knowledge was all she could think about now. It just made no sense to her.

 _Cousins don't get married._

Before she had a chance to stop it, the image of Ben popped into the front of her mind. She would've given anything to avoid thinking about him right now, but just the word 'cousin' always brought him to mind, so she couldn't help it.

 _No. No! Goddammit, NO!_

Gwen shut her eyes and pressed her face into her hands. Then she had another thought. Lucy was sitting right next to her. She must have picked up on the 'cousin marriage' thing, and she probably saw her silently freaking out about it too. Cautiously, she tilted her head to the side and risked a glance at Lucy.

The other girl was looking ahead, but it was hard to tell if she was actually watching the movie or just spacing out. She noticed Gwen looking at her out of the corner of her eye and turned her head to look at her. "What?" she whispered quietly to Gwen. The expression on her face didn't seem to imply she'd noticed anything out of the ordinary. She just looked bored, which is not a look Gwen was used to seeing on Lucy.

Gwen shook her head and mouthed 'Nothing' to Lucy, then faced forward again. She breathed a sigh of relief. Lucy must not have been paying enough attention to notice that part, or if she had noticed it, she didn't seem to have any intention of using it to make jokes.

 _It's fine. Just forget it. Just watch the video._

* * *

As much as Gwen tried to get that one line from the documentary out of her head, she couldn't. For the rest of the school day, it was constantly interrupting her thoughts, causing her to have even more unpleasant thoughts about Ben. She still considered herself lucky that Lucy seemed to have missed that part, but the other girl had definitely noticed something was wrong later. She kept asking Gwen if she was okay whenever she caught her having another silent freakout, but Gwen continuously insisted she was fine.

When the two of them left school that day, they talked for a bit as they walked to the park together.

"So, what did you end up thinking of that documentary today?" Lucy asked.

Gwen tensed up.

 _Stay calm. She's not probing. She's just making conversation._

"Well, it was okay. I wished it had focused more on Darwin's scientific work than his personal life, though," Gwen said truthfully, trying to sound casual.

"Yeah, and the acting was terrible," Lucy said. "But I loved the way everyone talked. So much 'I say, it's nearly tea time, old chap!'"

Gwen began to laugh at Lucy's mock British accent, but she was caught off guard when Lucy suddenly gasped. "Hiiiiiii, Ben!" she shouted, making an exaggerated waving gesture to greet him.

Gwen's laughter ceased almost instantly, looking around and realizing her surroundings. They were already at the park, and Ben was only a short distance away from them. Seeing him so suddenly, she flinched, and the smile drained from her face.

 _Don't think about it._

As Ben approached, he raised his eyebrows, noticing Gwen's weird reaction. "Hey, guys," he greeted them. "What's up with you, Dweeb?"

Gwen glared at him. "What kind of a 'hello' was that?" she asked, suddenly very irritated with him. However, she immediately felt bad about her snippy reply.

 _Don't take it out on him, you idiot!_

"Well, it was a better one than yours," Ben countered.

Lucy, seeing the two of them already beginning their glare war, slid along the ground and inserted herself between them. "Oookay," she said, holding out her arms and tapping them each on the shoulder. "I know what we're gonna do today. We're gonna go to my house, and we're gonna get Joel to let us mess around with some of his old Plumber gear!"

"Wait, what?" Ben asked, his attention grabbed successfully.

"You heard me," Lucy confirmed. "I found huuuge boxes of it in the attic."

"Would he really let us touch that kind of stuff?" Gwen asked. "I mean, Grandpa is always warning us not to play with any of his Plumber tech." Gwen and Ben had both always seen their fathers' cousin Joel as sort of the 'cool uncle' type, but letting them play with his potentially dangerous alien technology seemed like too much even for him.

"Nah, he'll be cool with it," Lucy assured them. "He already told me he'd let us check out some of the 'less lethal' stuff. Come on, it'll be fun!" Without waiting for an answer from either of them, she started skipping off in the direction of her house.

Ben and Gwen looked at each other. Silently, they both shrugged and turned to follow Lucy.

* * *

Later that night, Gwen was back home in her room. After spending most of the afternoon at Lucy's house, she had a lot of homework to do and not a whole lot of time to do it, unless she wanted to stay up super late. Knowing this, she was very motivated to get it done. However, as she worked, a certain nagging thought continued to bother her. She was able to block it out fairly well at first, but as the night dragged on, she couldn't fight it off anymore.

 _Darwin...and...his cousin?_

She shivered at the thought. And even worse was how she was unable to stop thinking of Ben whenever it came up.

 _Darwin and his wife...they couldn't have been real cousins. Like, not first cousins. That kind of thing just doesn't happen._

Gwen tapped her pencil on her desk and rubbed her head. She tried to stop thinking about it, but she couldn't. Eventually, she gave up, and with a defeated sigh, she pushed her books and papers to the side to pull her laptop in front of her.

 _I'm looking this up...It can't be right…_

Gwen went straight to Wikipedia and looked up Charles Darwin.

"Charles Robert Darwin...was an English naturalist, geologist and biologist, best known for his contributions to the science of evolution," Gwen whispered as she read aloud.

 _Yeah, yeah…_

Gwen scrolled down, looking at the information listed below Darwin's portrait on the right side of the screen. Listed under 'Spouse(s)' was 'Emma Wedgwood.'

 _There, see! Different last names. They couldn't have been that closely related._

Gwen had never been more relieved to have the same last name as Ben. Just to confirm, she clicked on Emma Wedgwood's name to pull up her Wikipedia page.

"Emma Darwin ( _née_ Wedgwood)...was an English woman who was the wife and first cousin of Charles Darwin…"

 _Fuck._

It was true. Darwin and his wife weren't distantly related 'barely-cousins' as Gwen had hoped. They were first cousins.

 _Just like me and Ben._

Gwen buried her face in her hands. She hated this revelation. It infuriated her that the universe had chosen _now_ of all times to dump this information on her.

 _Just when I was trying to..._

Gwen cleared her throat. Looking back at Emma Darwin's Wikipedia page, she noticed something in the sentence she'd just read. The words 'wife and first cousin' were a blue hyperlink. She hovered over it and a preview of the Wikipedia article for 'Cousin marriage' appeared beneath her cursor.

Gwen froze for a moment. She experienced the same cold sweat she'd felt in class when she'd first learned about this. It made her feel dirty, like she was looking at something she wasn't supposed to. She knew it would be better if she just dropped the subject and tried to forget about the whole thing, but she just couldn't. Thinking of it as just 'morbid curiosity,' she clicked the link.

"Cousin marriage is marriage between cousins. Opinions and practice vary widely across the world. In some cultures and communities, cousin marriage is considered ideal and actively encouraged; in others, it is subject to social stigma."

 _Well of course it's subject to social stigma! What kind of communities freaking encourage it?!_

Glancing at the right side of the screen, she spotted some familiar faces in the article image. Sure enough, the caption read 'Charles Darwin and his wife Emma were first cousins.'

 _Gee, thanks for reminding me._

Gwen closed her web browser and forcefully shut her laptop. She groaned as she leaned back, covering her face with her hands. " _So_ gross," she said aloud. With her eyes closed, the image of Ben appeared in her mind. "Goddammit, _stop!_ " she shouted, slamming her hands down on her desk.

After taking a moment to recover, she looked nervously over her shoulder towards her bedroom door, wanting to be sure it was closed and worried her parents might have heard her outburst. Hands shaking, she curled up in her chair, hugging her legs.

 _I'm overthinking this. Of course I am. I always do that with stupid stuff like this._

Gwen scolded herself in her head. She hated how easily this sort of thing got to her.

 _Just relax. Don't think about it._

Taking a deep breath, she put her legs down and scooted her chair closer to her desk. Pushing her laptop to the side, she reached for her books to get back to her homework. Any other nonsense she was worried about could wait.

* * *

"Okay, okay, shh!" Lucy said. "This is her. This is the girl I was telling you about."

Gwen lowered her controller and watched the cutscene playing on Lucy's TV. A door opened up, and a wounded woman fell inside, clutching her side and panting.

"Whoa, whoa, whoa...Come on now, get on up." An older man following behind her leaned down to help her back up.

"Get the _fuck_ away from her!"

The man turned to see a teenage girl charging at him with a knife.

Lucy squealed. "That's her! That's her!" she said, pointing to the girl with the knife.

"What? Really?" Gwen asked.

"Hey, hey, hey-" Another woman stepped in and grabbed the girl by the wrist, trying to wrestle the knife away from her.

"Let her go," the wounded woman said.

The other woman shoved the girl's arm away from her, and the two of them glared at each other.

"You're recruitin' kind of young, aren't ya?" the man asked.

"She's not one of mine," the wounded woman said, slowly standing up.

"Shit," the teenage girl exclaimed when she saw the woman's bleeding wound. "What happened?"

"See? See? See?" Lucy said. "She sounds _just_ like you!"

Gwen turned to look at Lucy with a skeptical look on her face. "What? No way. She doesn't sound anything like me."

"Yes she does. She _totally_ does," Lucy insisted.

"I don't swear that much," Gwen said.

"You do when you're mad at Ben," Lucy countered.

Gwen opened her mouth to deny it, but she paused. "Okay, well, maybe sometimes. But it's not my fault the Doofus can get so infuriating."

"Pshhhh, you know you love the way he annoys you," Lucy said, waving her hand.

Gwen glared at Lucy, blushing a little. "Shut up," she said, turning her head to watch the rest of the cutscene. Once it was finished, the two of them decided it was a good place to stop for now.

"Hey, can I ask you something? About Ben?" Lucy asked in a somewhat serious tone.

Gwen got a little nervous, but she nodded and tried to sound calm. "Sure. What is it?"

"Well...you seem to be getting mad at him a lot lately," Lucy said. "I know you always do that and everything, but in, like, the last week or so, it's kinda been happening a lot."

Gwen gave Lucy a nervous smile, but she felt embarrassed. She knew exactly what Lucy was talking about. Lately, every time she saw Ben, that stupid documentary and those stupid Wikipedia articles would pop into her head. It was always so awkward, but she couldn't let them know what the problem was. The best cover-up strategy she could ever come up with on the spot always seemed to be snapping at Ben the moment he did anything even mildly irritating. She didn't think either of them would notice if she did something she always did with Ben. But, of course, the oddly perceptive Lucy could tell anyway.

"Is something bothering you? Are you and him fighting about something?" Lucy asked.

"No," Gwen said, shaking her head. "No, it's, it's nothing like that."

Lucy looked at her very sympathetically. "You know you can tell me anything, right? If there's something bothering you, I wanna help. And I won't tell anyone anything. I promise."

Gwen was unsure of how to react. For a moment, she considered just telling Lucy the truth about the weird problem she'd been having. After all, she definitely seemed like she knew something already.

 _Maybe lenopans really can read minds…_

"I...Thanks, but...it's really nothing," Gwen lied. Lucy kept staring at her, and Gwen could tell she wasn't buying it. "This is just how Ben and I have _always_ been. We fight, we make up, we fight, we make up again." That was true enough. The only difference was Ben hadn't done anything this time. It was all because of her, not him. "I mean, maybe I have been kind of hard on him lately," she admitted. "I'll try to be nicer to him next time we hang out. I promise."

Lucy looked unsatisfied, but she gave her a reassuring smile. "Okay," Lucy said. "Just as long as you're alright."

"I am," Gwen lied again. "But thanks, though. Really."

Gwen immediately felt bad. She hated lying to Lucy. She was one of the only people she could tell just about anything, but this problem was just too _weird_ to tell _anyone_ about.

 _I need to get over this myself._

* * *

Ben walked down the path, staring at his arm. It looked a lot better than it used to, but the mark was still visible. He didn't think about it as much anymore, but he remembered it every once in a while, and it made him feel like a freak. Sighing, he rolled up his sleeve as he spotted Gwen and Lucy waiting for him at their usual after-school meeting place. As far as he could tell, they weren't worried about his arm anymore, and he wanted to keep it that way.

"Yo," Ben said, raising his hand and greeting his cousins once he got close enough.

Gwen and Lucy had been talking, but as soon as he greeted them, Lucy's face lit up. "Hey, Ben!" she said.

Gwen looked up at him too, but she just looked irritated. "Excuse me, Doofus. We were in the middle of-" Gwen suddenly stopped herself. Her expression changed, like she'd just realized she'd forgotten something. She cleared her throat and started talking again. "Er, sorry about that. What's up?" she greeted Ben, giving him an apologetic smile.

Ben knit his brow, confused by Gwen's behavior.

 _I'll never understand this person._

He looked to Lucy, hoping he might be able to figure out what was happening from her. She was quickly flicking her eyes back and forth between him and Gwen with a dumb smile on her face.

 _I'll never understand this one either._

Ben blinked. "Uh, anyway. Sorry I couldn't hang out yesterday. So, what do you guys wanna do today?"

Gwen looked at Lucy. "We could go to your house again. Pick up where we left off."

"But then Ben would miss the first bit of the game," Lucy said.

"Is that that game you were talking about before, Lucy?" Ben asked.

"Yeah! What do you think? You wanna try it out too?" Lucy asked.

"Sure," Ben said.

Gwen looked back at him. "We can start a new file so you can do the opening. It's really good, trust me."

"You guys are gonna share a file?" Lucy asked.

"Yeah," Gwen said. "We do joint playthroughs of single-player games a lot, actually."

Ben laughed. "Yeah, she needs me to get her through the hard parts."

"I will fight you any day of the week, Benjamin Tennyson," Gwen said, jutting out her arm and pointing at Ben. "Besides, this game's got puzzles, and we both know you _always_ get stuck on the puzzles."

"Hey, video games are about simulated violence. Puzzles aren't important," Ben said, waving his hand dismissively.

Gwen glared at him, then she sighed and actually chuckled a little. "Whatever, Doofus. Come on, let's head to Lucy's."

* * *

 **Author's note:**

Bet I threw some of you with the whole 'August, Year -4' thing, huh? Yep, that was a flashback to four years before their first summer trip. The next few chapters will feature similar flashbacks, so pay attention to the dates.

Comments:

Davidscrazy234: "In ur time line will a future Ben get a Biomnitrix?"

That's really not what this story is about, but either way, it's a spoiler request.

Hahaplogue: "What a moment. I still do feel that gwen is still a person full of Hebrew."

Um...What?

hahaplogue: "I hope you know how to ends this, because some authors are not clearly thinking how they want to end their story and as story goes on they are lost of what next and soon lost the will to continue. I don't want this to end soon, I want to read many more chapter and story arc, still I want to hope that this won't end with the reason lost the will or doesn't anymore know what to do."

Again, the whole story is written already. I'm just finalizing it.

pr0dz: "Things are getting serious. I like the Young Justice references."

Then you have good taste!

Guest: "'They went upstairs...alone...where the bedrooms are…' ***knock, KNOCK, KNOCK! ... F.B.I.!"

Ravioli ravioli don't lewd the redhead loli.

Guest: "Hmm... I don't remember when the 3DS came out but I'm assuming around 2011ish..maybe? I'm just trying to get a point of reference for when this story is taking place considering that they have games on their (I'm assuming) smartphones. Am I correct to think that they were 10 in 2008, since that's when the show ended."

I didn't want to worry about keeping things accurate for the time period in which Ben 10 originally aired, so for the sake of convenience, I've shifted the timeline to make it more modern. Year 4 is vaguely around 2016.

Guest: "isn't anyone else bothered that Gwen in Destroy All Aliens is being depicted with Pink, instead of her Blue, magic just so that it would fit the spin-offs' continuum? We ALL Know that Gwen's signature color is BLUE!"

Yes, I am. That's why I specify in my story that Gwen's magic is blue.

Anonymous Rex: "Oooh, more development. I like it. Lucy was funny. She's on the shipping train hard."

Lucy's the conductor, the engineer, and the guy who rips tickets on this shipping train.

Anon: "On one hand I can't wait for the climax of the story because I am so emotionally invested in characters and their struggles - on the other hand I dread it because it will be the end of this amazing journey."

Thank you! I feel the same way. I really wanna get to the end, but it's been so fun working my way through all of it bit by bit.

MageofDuality: "I love this story and cannot wait for every new chapter that comes out...BUT THESE TWO ARE KILLING ME! I LOVE 'EM BUT THIS SLOW BURN IS BURNING ME."

I will burn the heart out of you.

Guest: "Aww..Starfire might actually be more appropriate for Gwen considering that Ben is Robin. I believe Starfire's a red head too but her outfit might also be too revealing."

They were going for Young Justice more than Teen Titans. And Gwen could only wear something as revealing as Starfire's outfit in Lucy's fantasies.

The Disturbed King: "The way thay you portray the characters is life like. I feel like I am watching them interact everytime I read a chapter."

Thank you! Believable characters is one of the most important qualities to a story, in my opinion.

Guest: "I also liked the fact that you are updating continuously which is really a tough job for which I thank you very much."

You're welcome! The main reason I did a full first draft ahead of time was so I could update consistently. It's a lot easier with this part of the story since I wrote it later when I'd had more practice, so there is less editing to do.

Guest: "As you told in author's note that after this story you'll take a long break after this but I wish you can write BWEN oneshots during that time."

I might be willing to write little oneshot epilogue scenes from time to time after I've finished the main story.


	33. December, Year 4 (Part 1)

**February, Year -3**

"Don't cry," Ben said, kneeling beside Gwen and rubbing her back comfortingly. "It's okay, okay?"

Gwen was sobbing uncontrollably, curled up in a ball, pressing her face into her knees. "No it's _not!_ " Gwen wailed. "He's _gone!_ "

"I'll help," Ben said. "I'll find you a new cat."

"No!" Gwen shook her head. "No, no, no! It won't be the same!"

"Then I'll bring him back to life! Or I'll go back in time and stop him from dying!" Ben declared.

"That won't work!" Gwen said through her tears. "He's gone. He was gonna be with me forever, but now he won't be..."

"But I gotta help somehow," Ben insisted. "It's my job."

Gwen continued to weep, shaking her head with her eyes closed.

Ben slid himself over so he was kneeling in front of her, then reached out to put his hands on her shoulders. "Gwen. Let me help. I don't want you to cry."

Still sobbing, Gwen lifted her head and looked into her cousin's eyes.

"I'll do whatever I can, and I'll stay with you until you feel better. Okay?"

Gwen continued to sob for a moment. "You...You...You promise?"

"I promise," Ben said. "I may not be as good as a cat, but at least I won't scratch you as much."

Gwen managed a little laugh at Ben's joke, even if tears were still streaming down her face.

"See? I'm making you feel better already!" Ben said. "I'm awesome at this!"

Gwen smiled for a moment, but it faded as she closed her eyes and fell forward into Ben's arms. Ben hugged her, and she went back to crying into his chest.

"Shh...Shh...It's okay," Ben assured her. He gently rubbed her back and whispered to her, the way his mother did when he cried. He didn't mind sitting there with her at all. He was going to stay with her as long as she needed him to.

* * *

 **December, Year 4 (Part 1)**

Ben was very confused when he woke up. Some extremely vague memory was floating around in his head, but he couldn't quite place it.

 _Did I used to have a cat?_

Ben shook his head. That wasn't it. Gwen was in the dream, so maybe she and her cat T-shirts were making him think of a cat.

 _But what was Gwen doing there? Didn't we hate each other when we were kids?_

He couldn't tell if his dream had even been a real memory. However, he gave up on thinking about it after a minute, shrugging it off and reaching for his phone to check the time. It was Saturday morning. He had plans to go to the mall with Lucy today. She'd agreed, quite eagerly, to help him pick out a birthday present for Gwen. He was glad to have her on board because he was completely blanking on ideas.

 _I want to do something nice for her._

Ben considered asking his mother for a ride to the mall, but decided not to. He didn't know how long he was going to take, so he didn't want her to have to wait for her. He was also a little too embarrassed to ask since he thought wanting to go to the mall was too much of a 'teenage girl' thing. So he decided to walk. On the way, he had a thought.

 _This'll be so much faster if I go XLR8…_

He reached his right hand over to his left wrist, then froze. Without even looking, he remembered he didn't have the Omnitrix anymore.

 _Goddammit. I always do this._

Ben sighed and kept walking. One of the worst things about losing the Omnitrix was the _walking._ It was pretty easy to navigate Bellwood on foot, and his parents' lax nature meant he was free to walk around town and go wherever he wanted, so he was no stranger to walking. But back when he had the Omnitrix, if he'd needed to walk somewhere really far, he always had the option of switching to his favorite alien and just running there at super speed. He didn't have that option anymore, so walking usually ended up being his only choice, and it felt so slow now.

When he finally reached the mall parking lot, he spotted Lucy waiting over by the mall entrance, wearing a jacket and a scarf and carrying a purse. While she waited, she had her hands clasped behind her back and she was cutely swaying side to side. With her long blonde hair flowing down her back, Ben couldn't help but notice how pretty she looked. He felt weird when he realized most people would probably think they looked like a couple out on a date as they walked around together that day.

 _Wait, is that what people think when they see me and Gwen, too…?_

However, that startling revelation was interrupted when Lucy called out to him. "Ben!" Having noticed him walking over to her, she waved. He waved back as he walked towards her, and she skipped out to meet him halfway.

"Hello!" She said, giving him a hug when she got to him.

"Hey, Lucy," Ben greeted her.

Lucy broke her hug and stepped back. "You ready?"

"Sure, yeah," Ben said, already trying to think of gift ideas.

"Great!" Lucy stepped over to Ben's side and wrapped her arms around one of his. "Shall we?"

"Uh...okay."

 _This isn't helping the 'looking like a couple on a date' thing…_

"So, where d'ya wanna try first?" Lucy asked as they walked into the mall together.

Ben thought for a moment. "The bookstore," he decided. "She hasn't mentioned any books to me lately, though. You?"

"Nope," Lucy answered. "But that's a good place to start. Gwen loves reading."

On the way to the bookstore, Ben tried to think of any books that had been released recently that Gwen might want. However, he didn't really follow book releases, so he didn't have a clue where to begin. Plus, he was very distracted at the moment. He kept looking around worriedly. Maybe he was just being paranoid, but he swore he saw people looking at them.

 _Okay, I probably look really cool with a pretty girl clinging to my arm like this, but it's kinda awkward…_

"Uh, Lucy?" Ben said.

"Hmm?" Lucy perked up, smiling up at him expectantly.

"Um...Maybe we shouldn't be, like, walking so close to each other like this?" he said, nervously glancing around.

Lucy smirked. "What's the matter, Ben?" She stopped walking, which forced Ben to a stop as well. Still smirking, she leaned in, bringing her face dangerously close to his. "Am I making you nervous?"

Ben leaned away from her, his face turning red. "Oh, you know, no more than you usually do…"

"Ah, so you _always_ feel this way around me, huh?" she asked, leaning in further to chase him as he leaned away.

"You _do_ know we're in public, right?" Ben asked.

Lucy giggled, letting go of Ben's arm and stepping back.

"Sorry. Didn't mean to embarrass you _that_ much," she said. "If you don't want me hanging off of you like that, I won't."

Ben scratched the back of his neck, still looking around to make sure they weren't drawing too much attention to themselves. "I mean, it wasn't really a big deal or anything...And hey, can't say I blame you for wanting to," he said with a smug smile, wanting to lighten the mood.

Lucy smiled and held out her arm. "How about we just hold hands? Would that be better?"

Ben noticed she was blushing slightly. She actually looked kind of shy for once.

 _What's up with her all of a sudden?_

Ben had doubts about Lucy's sudden, uncharacteristic bashfulness, but he shrugged. "Whatever..." he said, taking hold of her hand and trying not to think about how this wasn't really any different.

Lucy smiled brightly, evidently very happy with Ben's acquiescence. Without another word on the matter, the two of them walked hand-in-hand the rest of the way to the mall's bookstore.

Once there, Ben and Lucy walked up and down the rows of shelves, looking for any books they thought Gwen might like.

"How about this one?" Lucy asked, holding up a mystery novel.

Ben shook his head. "No, she's read that one already. She hated it. Guessed the ending, like, two chapters in. Plus, she's way more into older stuff, like Agatha Christie."

Lucy raised an eyebrow, but she shrugged and put the book down. In the next row, she picked up another one. "What about this one?"

Ben laughed. "Don't even get her started on 'dystopian young adult' novels. If we get her that, she'll spend the next week ranting about all the ways it's clichéd and shitty."

Lucy laughed. "I can _easily_ picture her doing that."

Ben saw a book he recognized on a 'new releases' stand. He reached for it, wanting to examine it more closely.

"Ooh! I know that series. It's pretty good. You think Gwen would want it?" Lucy asked.

"Yeah, Gwen likes this series too, but I just remembered she already asked her mom for it," Ben said, putting the book back down. "You know, if she's already getting a book from her mom, maybe I should get her something else."

Lucy eyed Ben curiously. "By the way, how do you know so much about the books she reads?"

Ben chuckled. "Who do you think has to listen to her book reviews? It's not like she's in a book club."

"It's very nice of you to listen to her like that."

"Pfft, like I have a choice," Ben said dismissively.

" _Suuure_ ," Lucy said with a smirk.

"...Come on, let's try another store."

Ben and Lucy went back outside and walked down the line of other stores, looking for one that might have something good. Once again, they held hands as they walked, and Lucy seemed to be in an even better mood than she normally was.

Lucy stopped suddenly when they passed in front of a clothing store. "How 'bout here?"

"Uhh...I don't think I should get her clothes," Ben said.

"Why not?" Lucy asked.

"I don't know, it's just...weird," Ben insisted. "Besides, nobody likes getting sweaters and tube socks for presents."

A playfully devious smile spread across Lucy's face. "What about underwear?"

"Oh, come on…" Ben rolled his eyes.

"I can model it for you," Lucy suggested.

"Aaaand moving on," Ben said, grabbing Lucy's hand and pulling her away from the store.

Lucy giggled. "Oh, come on! I wasn't really going to. Unless you wanted me to…"

"Not listening!" Ben declared, pulling her along without looking at her.

"Aww, you're no fun," Lucy complained.

The next store they tried was a video game store.

"Ooh, she'll probably like this one, right?" Lucy said, grabbing a game case off the shelf.

Ben was deep in thought. He looked around and saw plenty of games he figured Gwen might enjoy, but it just didn't seem like the right kind of gift. "Yeah, she would. But…"

"What?" Lucy asked.

"I don't know. I just don't think a game would be... _special_ enough, I guess."

" _Awww!_ " Lucy said like she'd just seen something adorable.

"Shut up," Ben said.

Lucy shook her head. "You wanna try another store then?" she suggested.

"Yeah. Let's go."

They didn't have any luck with the next few stores they tried either. Around noon, they decided to take a break and get some lunch in the food court.

"Any other ideas?" Lucy asked Ben, sitting across from him as they ate.

Ben was staring up at the ceiling, trying to think. "Not really…" he admitted.

Lucy chewed her food for a moment, then spoke again. "Well, what kind of gifts have you gotten her before?"

"Well, last year I got her that stone that she made into the charm of telekinesis, but I don't think I can find another one of those. Plus, I really don't think she wants another one…" Ben knit his brow and looked deep in thought for a moment, then he continued. "And the year before that, I got her a photo album. I think it would be kinda unoriginal to do that again, though."

"What about the year before that?" Lucy asked when Ben paused.

"I, uh…" Ben suddenly felt guilty, his eyes darting around to avoid eye contact. "We...kinda didn't start giving each other birthday presents until two years ago, so…"

Lucy looked surprised. "Wait, seriously?"

"Yeah...We didn't always get along," Ben explained. "We still don't a lot of the time, but it used to be a lot worse. Like, a _lot_ worse."

Lucy looked extremely skeptical, like she couldn't comprehend him and Gwen ever being on seriously bad terms. "Well, what did she get _you_ last year?" she asked.

Ben reached into his shirt and pulled out the locket.

Lucy gasped, smiling. " _That's_ where you got that?"

"Yep," Ben said, opening the locket and holding it out for Lucy to see. "It might seem a little lame I guess, but…"

Lucy gasped louder this time, leaning forward to snatch the locket in both hands.

"Whoa, hey!" Ben complained, forced to lean forward as Lucy pulled on his necklace.

Lucy had a big dumb smile on her face as she examined it. "It's...It's you! Both of you!" Lucy said happily as she looked at the picture of him and Gwen inside the locket.

"Well, yeah. She put a protection spell on it. She said it works better if it has the image of both the caster and the one being protected on it," Ben explained.

Lucy smirked at him like he'd just said something naive.

 _What? It does, right?_

Ben didn't know much about magic, but Gwen's explanation had seemed like it made sense.

Lucy let go of his necklace, allowing Ben to lean back into his chair and place the locket safely back under his shirt.

"Well, does that give you any ideas?" Lucy asked.

Ben took another moment to think. "You know, it might, actually…"

* * *

"Don't even think about it, mister," Sandra said.

Gwen smirked from across the room, getting a kick out of seeing Ben's mom chiding him.

"Aw, come on." Ben stood in the kitchen, eying the birthday cake. "It _is_ my birthday," he insisted.

"You can wait until everyone else gets here," his mother said.

"Relax, Doofus," Gwen said, walking up next to him and putting a hand on his shoulder. "Lucy'll be here any minute. Then you can pig out all you want." She turned and looked at the large chocolate birthday cake laid out on the table, a big '14' spelled out on it in frosting. "It _does_ look delicious though, Aunt Sandra. Thank you for bringing it."

"Thank you, dear," Sandra said, giving Gwen a motherly smile.

Ben sighed and walked over to the other room, so Gwen followed him.

 _Jeez, you'd think he was starving._

In the living room, Max was recounting an old story while his sons and Natalie sat and listened. Frank and Carl were cracking up, but Gwen's mother didn't seem amused. In previous years, this small gathering of their close family members would've been the only ones in attendance. However, Lucy, Joel, and Camille would be joining them this year as well. Lucy had wanted to throw them a huge party with lots of kids from school, but Ben and Gwen had managed to talk her out of it.

In one corner of the room, two stacks of colorfully wrapped presents lie on top of a table.

"Not a bad haul this year, huh?" Ben said, looking over his stack.

"Yeah," Gwen agreed.

They look into each other's eyes for a moment. They knew they both had presents for each other that weren't piled up with the others. It was an unspoken agreement between the two of them that they would only give each other their presents in private instead. Rather than saying anything else, they gave each other a knowing nod.

 _Later._

Soon after, there was a knock on the door. However, the knocking didn't stop after a few taps, but kept going at a steady, rapid pace.

"What's all that noise coming from the door?" Max asked.

"Gee, I wonder," Gwen said. She walked over to her foyer, with Ben following behind her. She grabbed the doorknob and twisted it. As soon as she'd pulled the front door open a crack, it was shoved the rest of the way open. "Whoa, sh-"

" _Happy birthday!_ " Lucy shouted as she burst inside.

Ben stood back a few feet and laughed as he watched Gwen deal with Lucy's hug. Joel and Camille stepped through the doorway next, holding presents and smiling pleasantly at the events unfolding before them.

"Happy birthday, you two," Joel said.

"Happy birthday, Gwen," Camille said before turning to Ben. "And happy birthday, Ben."

"Thanks!" Ben said.

Gwen was too busy to respond. "Okay, okay, I get it," she said, laughing despite her annoyance. "You can get off me, now." Grabbing Lucy by both arms, Gwen managed to wrestle the other girl off of her.

Lucy's smile didn't fade for a second. "Happy birthday!" she shouted at Ben this time. Luckily, Ben was prepared for her, and he managed to brace himself before she ran over and hugged him.

"Thanks, Lucy," Ben said. "Now, who wants cake?" Ben asked loudly to everyone.

Lucy gasped and her eyes lit up. " _Cake!_ " she shouted, running into the next room.

Everyone filed into the kitchen and gathered around the table. Ben took the serving knife and cut a slice of the cake. Gwen stood next to him holding out a paper plate, but rather than give the slice to her, he put it down on his own plate and started eating.

"You know, if you cut the cake, you're supposed to serve others first, Doofus," Gwen told him.

"Then why don't _you_ serve everyone else first, Dweeb?" Ben challenged, talking with his mouth full.

Gwen rolled her eyes.

"It's alright," their grandfather said, stepping up and taking the serving knife. "I'll cut the rest. Here, Gwen. You can have the next piece."

Gwen smiled at him. "Thanks, Grandpa," she said as he placed a slice of cake on her plate.

"You're welcome, sweetheart," Max said. Then he cut the next slice. "Lucy, would you like-"

"Yes!" Lucy said, springing up next to Max and holding her plate up in his face.

Ben, Gwen, and Lucy scarfed down their cake much quicker than the adults, so the adults brought their plates with them into the family room when it was time to open presents.

From most of the family, Ben and Gwen got their usual range of gifts. Books, video games, clothing. As they opened those gifts, Lucy sat off to the side holding two presents, excitedly bouncing in her seat as she watched them.

"Lucy, would you like us to open your gifts now?" Gwen asked once the others were all opened.

Lucy smiled, stood up, and held her presents out to them. "Here you go!"

Ben and Gwen each took the one with their name on it and tore off the wrapping paper, discovering a pair of matching T-shirts. Ben's had an arrow pointing to the right and read 'I'm with Dweeb,' while Gwen's had an arrow pointing to the left and read 'I'm with Doofus.'

Ben laughed. "Are you freaking kidding me?"

"Seriously?" Gwen asked, smiling good-naturedly.

Lucy held up her phone to capture their initial reactions, then giggled happily. The rest of the family found it as entertaining as she did and laughed along with her.

Once everyone had settled down, Ben and Gwen looked at each other and had another silent conversation. Nodding, Ben grabbed one of the new games his parents had given him. "Gwen, Lucy, you guys wanna go try this out?"

"Okay," Gwen agreed.

"Sure!" Lucy said.

The three of them headed up to Gwen's room, leaving the adults behind to talk amongst themselves. Once they were upstairs, Ben removed the rest of the clear wrapping around the game case as if he were really planning to play it.

"Hey, you know, I actually left something downstairs," Lucy said, giving Ben and Gwen a knowing smile. "I'm gonna go get it. I'll be back in a lot of minutes. So, you know, have fun you two!" Lucy winked at them just before stepping out of the room and shutting the door.

Gwen glared at the door, blushing.

 _You don't have to make it sound weird!_

She looked at Ben and smiled nervously at him. "Do you...Do you want me to go first?"

"Uh...Can I go first, actually?" Ben asked.

"Yeah, of course. Go ahead," Gwen said.

Ben took a deep breath and reached into his pocket, pulling out a small, rectangular box, neatly wrapped in a ribbon. He carefully handed it to Gwen.

Untying the ribbon on top of the box, Gwen opened it up. Inside was a small gold locket, very similar to the one she'd given him last year. She lifted it out of the box and opened it up. Inside was a picture of her and Ben from the previous summer.

"I know, I know, but, hear me out," Ben said, even though Gwen hadn't even reacted yet. She looked up at him curiously, so he continued. "Now, I know it looks like I'm just totally ripping you off and giving you the exact same gift you gave me last year, but listen…" He took another deep breath before he continued. "That locket...is _not_ magical, in any way," he said.

Gwen was confused. "...What?"

Ben scratched the back of his neck nervously. "I've been thinking a lot about some things you said last summer," he said. "...About our fight on that rooftop before those drones took you."

Gwen's eyes opened wide with fear, but it wasn't because of the memory of being taken abducted.

 _Oh God, no..._

She'd said so much during that rooftop conversation. She'd said a lot of very serious things that the two of them hadn't talked about at all since then. This follow-up conversation was bound to happen eventually, but up until now, Gwen had been content with avoiding it for as long as possible.

"I know," Ben said, although it was hard for Gwen to know whether or not he could truly tell how she felt. "I'm...I'm sorry."

Gwen tilted her head curiously, not completely clear what he was apologizing for yet. "What do you mean?"

"I'm sorry I pushed you so hard to get stronger with magic," he said. "I should've known you didn't want to be Gwendolyn. And I _definitely_ should've known you didn't want me to be Ben Ten Thousand. I just...I just liked being a hero so much, I figured I was just gonna keep doing it forever. I didn't even stop to think that...it might not have been what _you_ wanted." Ben looked at his bare left wrist longingly.

"Ben…" Gwen spoke, her eyes watering slightly.

 _Does he...Does he actually understand?_

"You don't have to be a hero if you don't want to," Ben said. "You don't have to make any more Charms of Bezel if you don't want to, either. Whatever you want to do...I'm okay with it."

Gwen was amazed by everything Ben had just said. He was taking this completely different than he had back on that rooftop. She felt such tremendous relief, she couldn't even find the words to respond.

"Is that...okay?" Ben asked, since Gwen was just staring at him and looking to be on the verge of tears. "I mean, besides, it's not like _I_ can be a hero anymore, anyway."

 _But you..._

"Ben…" Gwen spoke softly. "Let me give you my present." Moving quickly, she walked over to her dresser and pulled one of the drawers open, reaching beneath a pile of clothes where she'd hidden her gift for Ben. She walked back over to him and handed him a similar square box with a bow on top of it.

"My present?" Ben asked.

"Open it."

Ben complied. Inside was a gold watch. He took it out and examined at it, then looked up at Gwen.

"Look on the back," Gwen instructed.

Ben flipped the watch over in his hand. On the back of it, there was an inscription. Gwen could see he was reading it, even though he didn't say anything out loud. But Gwen knew what it said.

 _You'll always be a hero to me._

Ben didn't look back up for a moment, so Gwen spoke. "I...I know nothing can ever replace the Omnitrix. But, I thought, maybe...I don't know…"

"Gwen," Ben said, looking up at her, eyes watering.

They stared at each other for a moment. Without another word, they each stepped forward to close the distance between them, wrapping their arms around each other in a hug, lingering for a bit longer than usual. With Gwen's face in Ben's shoulder and Ben's face by the side of Gwen's head, they both silently wept a few tears of joy, sniffling a little, but not crying.

After a few moments, they stepped back. Still enjoying a comfortable silence, Gwen picked up the new watch she'd gotten for Ben. She grabbed his hand to hold his arm out, then secured the watch around his wrist. She lingered there for a moment, her hands on his, staring into his eyes.

 _Does this mean..._

Gwen felt her heart beating hard, so she pulled her hands away. Next, she grabbed her Charm of Bezel necklace and lifted it over her head, dropping it off to the side onto her bed.

 _It's time to move on._

Ben nodded in understanding, picking up the new locket he'd gotten for her. Gwen bowed her head forward slightly, letting Ben slowly place the new necklace around her neck. As she stood up straight, Ben took a moment to examine his new watch, so she did the same with the picture in her new locket. When their eyes met again, Ben spoke.

"Good?" he asked simply.

"Good," Gwen confirmed, nodding slightly.

A brief silence followed, then Gwen spoke again.

"Happy birthday, Ben."

"Happy birthday, Gwen."

* * *

Gwen and Lucy left the building together after school. Since Gwen had to go to karate, they weren't going to hang out with Ben until later, so they were walking home instead of to the park.

"I don't know why every teacher wants to have a test or a project due right before Christmas break," Gwen complained to Lucy. "I mean, I don't mind the work, but can't they spread it out a little? Like, one could've been due last week, and another could've been put off until after break or something. You know?"

"Mm," Lucy made a noise in agreement.

Gwen tilted her head, glancing at Lucy.

 _She's a little untalkative today._

Lucy glanced over at her as well, but she quickly turned her head away when she and Gwen made eye contact. Gwen furrowed her brow in confusion, but kept talking.

"At least most of them will probably be pretty easy. The only one I really don't like is that history paper. If we need to have that done by the due date _without_ making it turn out mediocre, it should've been assigned, like, a week earlier."

"Mm."

Again, Gwen turned her head, making Lucy quickly look away.

 _Okay, something's up._

Gwen stopped walking. When Lucy noticed, she stopped as well.

"Are you okay?" Gwen asked.

"What?" Lucy perked up. "Yeah, of course!" she said with a bright smile.

Gwen narrowed her eyes skeptically. "You're not usually this quiet. And you've been looking at me funny all day."

Lucy giggled nervously. Her smile got a little weaker, and her cheeks flushed a bit as she avoided eye contact. "Well, uhhhhh, I was just thinking...Do you have a date to the dance yet?"

"What?" Gwen asked. Gwen's school had a dance for the eighth graders right before winter break, sort of like a middle school prom sort of thing. "No. Why?"

"...Will you go with me?" Lucy asked, fidgeting nervously.

"What?!" Gwen shouldn't have been so surprised, but Lucy's request had come out of nowhere. Plus, the way she was acting was really weird. Lucy was normally cheerful and super straightforward, not nervous and bashful. "No. No, I...Lucy, come on. There's at least _two_ very good reasons why I can't," Gwen answered, turning Lucy down.

"Are you sure?" Lucy asked. "I mean, it doesn't have to be a _date_ date, you know? Lots of people I know are just going together as friends."

"Well, I...I just don't really wanna go to the dance," Gwen said.

"Why not?" Lucy asked. "Don't you know how to dance?"

"Yeah, I took cotillion for three years," Gwen said. "But, like, why go to a dance without a date? Doesn't that defeat the whole purpose of a dance?"

"None of the guys who always hit on you have asked you yet?"

"No. Actually, most of them haven't flirted with me at all recently," Gwen said. "I guess they finally gave up."

Lucy grinned like she knew something Gwen didn't.

"What's so funny?" Gwen asked.

"Nothing," Lucy said. "Anyway, if you want a date, just ask one of those guys. You know they'll say yes."

Gwen thought for a moment. "I don't know. Some of them _are_ pretty nice..."

"And _cute,_ " Lucy chimed in.

Gwen decided not to comment on that. "I just don't think I like any of them that way. I mean, I still barely know any of them."

"Maybe that's because you don't _try_ to get to know them," Lucy pointed out. Gwen didn't say anything to that, so Lucy spoke again. "Can you invite someone from another school?"

"I think so," Gwen said. "You probably have to fill out a form or something, though. Why?"

"You could take Ben."

Gwen's expression immediately changed to a shocked glare. " _Lucy!_ " she shouted. "No! That's even weirder than going with you!"

"It's weirder to go with your cousin than with an alien?"

" _Yes!_ "

"Okay, okay, calm down," Lucy said, holding her hands up disarmingly.

"...I _am_ calm." Gwen crossed her arms, scowling.

Lucy took a breath, considering something. "Well, if you don't want to go with him, do you mind if _I_ go with him?"

Gwen opened her mouth to say something, still glaring at Lucy, but she stopped herself. "...I mean, I guess it's different for you, so…" she mumbled.

Lucy leaned in closer to Gwen. "So, you really wouldn't mind?"

"No. Why would I care?" Gwen asked defensively.

"Great!" Lucy stepped back and smiled. "This'll be fun, even if Ben's not the best dancer."

"Yeah, I know," Gwen muttered. Lucy looked at her strangely, so she figured she wanted her to elaborate. "I gave him dance lessons right before the wedding. He was pretty terrible."

Lucy smiled brightly and giggled with glee. Gwen rolled her eyes.

"But still though, what about you?" Lucy asked.

"What about me?"

"You know. You still want to go to the dance with someone, right?"

Gwen still had her arms crossed, but she raised one hand to twist a lock of her hair while she thought. "I don't know...I still don't really want to go."

"Please come?" Lucy begged. She stepped forward and clasped Gwen's hand with both of hers, leaning in. She brought her face close to Gwen's and stared at her with pleading eyes. "It'll be _so_ much more fun if you're there. You, me, and Ben can hang out all night, just the three of us! It'll be just like Camille and Joel's wedding!"

Gwen's face was turning red again. Having Lucy's face that close to hers was making her nervous. "I...I...Well, okay. I guess if you really want me to…"

"Yes! Thank you _so_ much!" Lucy planted a quick kiss on Gwen's cheek before hopping backwards away from her.

Gwen opened her mouth to complain, but no sound came out. Instead, her face turned even redder, and she brought her hand up to her face where Lucy had kissed her.

"Gwen? You okay?" Lucy asked.

Gwen rubbed her cheek and turned away. "We should get going," she said, starting to walk again. "I don't want to be late for karate."

* * *

The next day, Ben was expecting to find both Gwen and Lucy at the park. As far as he knew, Gwen wasn't busy today. But as he approached, he saw only Lucy standing by the bench. As it was cold and snowy out still, she was dressed in a coat, scarf, and boots. Coming from school, she had her backpack on as well. Ben was reminded of earlier in the month when he'd gone to meet her at the mall because she was doing that same cutesy swaying thing she did when she was waiting for him back then.

 _She really is pretty._

Ben shook his head.

 _This isn't the time for that. It's_ never _the time for that._

Lucy smiled and waved at him as he got closer.

"Yo," he greeted her, holding up his hand in a vague wave. "Where's Gwen?"

"Busy with a project," Lucy said.

Ben looked confused. "There's only, like, a couple days left before winter break."

Lucy shrugged. "I don't think it's actually due until after break, but she wanted to get started on it ahead of time."

Ben shook his head.

 _That's some classic Gwen._

Lucy gave him an exaggerated pout. "Why, do you like Gwen more than me?" she asked jokingly.

"Ha, ha," Ben gave a sarcastic laugh, which made Lucy giggle. "Anyway, it's kinda cold out here, so let's go to my house," Ben suggested.

"Okay!" Lucy agreed. She wrapped her arms around Ben's and started walking, pulling Ben along with her.

 _She's doing it again._

Ben still felt weird walking with Lucy like this. It reminded him too much of how he and Julie sometimes acted with each other back when they were still dating. But even though it felt weird, he couldn't exactly say he hated it.

When they got to his house, they took off their backpacks and boots and hung up their coats in the closet by the front door. Once she had removed her winter gear, Lucy took a moment to stretch, adjust her clothing, and fix her hair.

Ben didn't mean to, but he stared. The way she ran her hands through her long, beautiful hair was like something out of a photo shoot. A little bit too late, he noticed Lucy was looking at him.

 _Uh-oh._

This was usually the part where she made fun of him or got even more flirty to make him uncomfortable. That certainly was one of her favorite activities. But this time, she didn't. Instead, she gave him an appreciative but slightly embarrassed smile. She was even blushing a little.

 _Wait, what?_

"So, uh, what do you wanna do?" Ben asked, hoping he could change the subject before this one even started. "Video games? TV? Food?"

Lucy hesitated. "Can I...ask you something first?"

Ben was unsure what she was up to.

 _She's never like this._

"Uhh, sure. What's up?" Ben asked.

Lucy hesitated again, bouncing nervously on the balls of her feet and rubbing her hands together. "...Will you be my date to my school dance next week?"

It took Ben a moment to comprehend what Lucy had just said. He wasn't sure how to respond. "Uh...is Gwen okay with that?" he asked, mostly to stall for time.

An interesting smile spread across Lucy's face. "Of course. Why? Is there some reason she wouldn't be?"

"Er, no! I just mean...Don't you think it'd be kinda weird? I mean, we're related. Kinda."

"Pfft," Lucy waved her hand dismissively. "Relax. Nobody there will know that except me and Gwen." Ben was unconvinced. He stood there, shifting around uncomfortably. Lucy's apparent confidence seemed to fade away. "Um...So, will you?" she asked again.

"...Sure. Why not?" Ben finally answered.

" _Yay!_ " Lucy cheered, leaping with joy. "Oh, this is gonna be so much fun! It'll be just like when we danced together at Camille and Joel's wedding!" Lucy clasped her hands together over her heart and gazed upwards dreamily.

"Ehh…" Ben didn't like being reminded of that embarrassing memory.

Lucy gasped, like she'd just thought of something. "Do you still have that purple tux you wore?"

"Hmm? Oh. No. That was my grandpa's. And I, uh, sorta ripped it," Ben admitted.

"Aww," Lucy moaned. "That's okay!" she said, perking up. "We'll get you something snazzy to replace it with. Ooooh, I can't _wait!_ "

Ben wasn't feeling particularly excited. He hoped he wouldn't regret what he'd just agreed to. But on the other hand, seeing Lucy this happy made him smile.

"Ooh! And one more thing," Lucy said. "Bring yellow roses."

"Oh, you like those too?" Ben asked.

"Hmm?" Lucy looked at him in confusion.

"Those are Gwen's favorite flower," Ben explained.

Lucy looked surprised. "How did you know that?"

Ben shrugged. "Just 'cause. So, wanna watch TV?" he suggested, trying once again to change the subject.

"Okay!" Lucy said happily. She ran over to him and gave him a kiss on the cheek. "Thank you," she said quietly, then skipped into the next room.

"Hey-" Ben's hand immediately went to his face where she'd kissed him. His face suddenly felt hot.

 _...Wow. What's going on here?_

* * *

 **Author's note:**

Nope, it didn't happen on their birthday either. But hey, looks like something big is happening soon.

Comments:

Anonymous Rex: "Interestingly, (if I recall correctly) Darwin actually had one of his other cousins investigate why his children were so sickly which is sort of where modern taboos against cousin marriage come from."

Yeah, a lot of his children had serious medical problems and died early. Although I think there were other factors involved, their parentage probably didn't help.

Guest: "What a nice way to finish off the night of my first day on summer break! But Gwen, why did you have to bring up Darwin!? I don't want to be reminded of any more chembio until fall!"

Gwen's more the type to be upset that summer break is keeping her from chembio.

Guest: "It's really nice to see that gwen is close to realisation.. What about Ben? Is he having the same confusion as gwen? It would be if there was a part in Ben's point of view about his feelings for gwen…"

Well, we got a little bit from Ben's POV this chapter. He may be showing some shades of it, but he's a lot better at compartmentalizing than Gwen is, especially since he's so distracted by other things, like the loss of the Omnitrix.

Davidscrazy234: "The end of the chapter part where Gwen said about her and Ben fight and make up. It sounds like the sound the Hot n Cold by Katy Perry"

...Damn, you're right lol. I should've had Lucy make a joke about that. Tragic missed opportunity on my part.

jasongd: "Ehhh and I think I know how this story will end"

I think I've made it pretty clear where it's headed.

pr0dz: "I wonder what TV show that is. The only time I can remember Ashley Johnson swearing was when she voiced Ellie in TLOU."

They weren't watching a show, that _was_ the Last of Us. It's the scene where Ellie is introduced. As much as I loved Meagan Smith voicing Gwen, I thought Ashley Johnson did a fine job as well, and she absolutely nailed the role of Ellie in TLOU. Glad to see so many other fans of that game here in my comments. I think I had finally gotten around to playing it around the time I was writing this chapter, and I couldn't resist throwing it in there. Also, I figured Lucy would love it even more since the protagonist is named Joel.

PhantomWorks- Stories division: "Loving the story still, Lucy's clearly somewhere between aggressive hyper shipper and actively manipulating Bwen together at this point."

Lucy's been quite the little chessmaster recently. Just wait until the last chapter when I reveal Lucy was secretly Vilgax the whole time just to drive Ben and Gwen into each other's arms. (And before anyone asks: No, not really.)

: "I'm dying to see the kiss between Gwen and Ben"

Then you can make friends with Lucy in the waiting room.

Guest: "Dude, you're easily one of the best male writers here. I am in love with this story. It has such a happy vibe to it. You can bet I'm going reread this story many times after it's fully done. Cheers!"

Awesome! Now I just gotta figure out how to beat the female writers. Glad it's making you happy. And I hope you enjoy rereading it even more since you'll be able to notice the foreshadowing the second time around.

Guest: "Off topic but #ThanosDemandsYourSilence"

I haven't seen Infinity War yet. If anyone spoils it for me, I swear to god I'll kill off Ben and replace him with Kevin.

UchihaNaruto247: "Why do i get the feeling, bens going to find out about what gwen was looking up in the internet about cousin marriage , when they share their files or whatecer"

And that, kids, is why you _always_ delete your browser history.


	34. December, Year 4 (Part 2)

**December, Year 4 (Part 2)**

On the day of the dance, Gwen waited up in her room for Lucy to come pick her up. She kept looking at herself in the mirror, adjusting the new dress Lucy had helped her pick out a few days earlier. It reminded her of the dress she wore to Joel and Camille's wedding, except it was a lighter shade of blue, it was sleeveless, and it was a bit shorter. She'd had to get a new pair of shoes too, since the heels she'd worn to the wedding were too small for her now as well. Luckily, she'd been able to convince Lucy to let her get a pair with heels that weren't too high. She didn't think she'd be able to walk in any of the pairs Lucy had suggested.

Thinking about how tonight was going to go made Gwen nervous. She knew she wouldn't be the only one there without a date, since most kids her age just went to these things as a group of friends or as friend-dates like Lucy had mentioned. But it felt like she was just going to another party like that one she'd gone to on Halloween.

 _What's even the point of going to the dance if we're only going to hang out with each other anyway?_

The thought of Ben and Lucy sent an image flashing through her mind. An image of Ben wearing a suit like he had at Joel and Camille's wedding and of Lucy wearing the dress she'd picked out when Gwen had gotten hers. The two of them walking arm in arm to her school dance, and then slow dancing together like she'd seen couples do in the movies.

Gwen's chest felt tight. The fact that Lucy was taking Ben as her date to this thing still felt really weird to her, even though she'd told Lucy she would be fine with it. The three of them had hung out several times since she'd asked him, and those two had seemed much more flirty ever since then. She knew this dance wasn't a real date for them, and she knew they weren't even really related. But even so, she couldn't stand seeing them act like that for some reason.

Gwen jumped in surprise when she heard a knock on her door.

"Gwen?" came her father's voice.

"Yeah, Dad?"

"Lucy's here."

Gwen took a deep breath. "Okay. I'll be right down."

A few moments later, Gwen left her room. As she walked down the stairs, she could see her parents chatting with Camille. Lucy was standing off to the side, twirling like a ballerina in her beautiful new dress. When she noticed Gwen, Lucy stopped twirling and stared at her, smiling brightly, eyes wide open in awe. Gwen didn't exactly dislike it, but it was embarrassing to have someone look at her like that.

"Oh my _gosh_ , Gwen!" Lucy said, giving her a hug as she reached the bottom of the stairs. "You look _gorgeous!_ "

"Thanks, Lucy." Gwen smiled awkwardly. Despite having gotten many of them from Lucy, she still wasn't used to that kind of compliment. "You look great, too."

"You all set, Gwen?" Camille asked.

"Yeah, I'm ready," Gwen confirmed. After saying their goodbyes to her parents, they left.

On the way to the school where the dance was being held, Gwen and Lucy rode in the backseat while Camille sat up front and drove. Gwen nervously fumbled with the hem of her dress. Looking to her side, she saw Lucy merrily kicking her legs up and down in her seat, humming happily to herself. Lucy noticed Gwen looking at her and smiled.

"Guess which teachers are chaperoning tonight," Lucy said.

"Hmm? Who?" Gwen asked.

"Mr. Sal!"

Gwen was surprised. "The other science teacher? The bald one who hates fun?"

"Yep!"

Gwen laughed. "How the heck did he get stuck doing this?"

"Guess who else."

"Who?"

"Mr. Brentworth!"

"Oh, I've never had him."

"I have him for English. He's _super_ cute," Lucy said. Laughter came from the front seat. "You know he is, Camille! You've met him before."

"He is indeed," Camille agreed.

Lucy giggled, and Gwen couldn't help but join in.

By the time they arrived at the school, Gwen was feeling much more relaxed than she had been back at her house. Camille dropped them off in the parking lot and drove off after Lucy gave her a kiss goodbye.

Gwen looked around. It was already dark out, but there were street lights on all around the parking lot. In the distance, she could see a huge crowd of kids dressed in nice clothes by the entrance to the gym. "Ben said he'd meet us here, right?" Gwen asked.

"Yep," Lucy said. "Hmmm…" She squinted and put her hand above her eyes like a lookout, scanning the distant crowd. "There he is!" she shouted, pointing towards him. Ben was standing by himself off to the side, away from the crowd of other kids waiting for their dates. "Let's go!" Lucy said. She made a move to run over to him, but she stumbled and nearly fell over.

Gwen laughed. "These things are a pain, huh?" she asked, holding up her foot and showing off one of her heels.

"Yeah, but they're so pretty!" Lucy said, fixing her shoes. "Come on, let's go grab him."

As they approached Ben, he was looking at his new watch. He didn't notice them until they were just a couple steps away. When he looked up, his eyes went wide in astonishment, much like Lucy's had when she saw Gwen coming down the stairs before they left. Lucy giggled at his reaction. He was looking back and forth between the two of them, and even though Gwen was certain he was only reacting to Lucy, she still found herself blushing under his gaze.

"Heeeey, Ben!" Lucy greeted him with a sly smile.

"Hey, guys," Ben said, snapping out of his daze.

"Hey, Doofus," Gwen said.

"I like this look for you. You look really good in a suit!" Lucy said, complimenting Ben.

"Heh, damn right I do," he said, grinning smugly and pressing his fists to his waist, striking a superhero pose. "I feel like James-freakin'-Bond in this thing."

Gwen rolled her eyes at their flirting, then noticed Ben was holding a fistful of flowers in his right hand. "Are those…?" she began to ask in surprise.

Ben followed Gwen's gaze. "Yep," he said, holding up the flowers. "You still like these things, right?"

"Yeah. I'm surprised you remember that." Seeing him holding her favorite flowers, Gwen realized with astonishment that he must have brought them for her. "Did you-"

"Aw, Ben's so thoughtful, isn't he?" Lucy interrupted. "Ooh! I know!" She grabbed one of the roses and turned towards Gwen. "Hold still," she said, carefully inserting the flower's stem into Gwen's hair above her right ear. She then took another rose and put it in her own hair the same way. "So? How do we look?"

Ben look them both up and down, once again staring in silent awe. "...Girly," he said.

"Gee, thanks, Doofus," Gwen said sarcastically.

Lucy giggled. "Don't take it too harshly, Gwen. He's just too embarrassed to admit he thinks we're _beautiful._ "

Ben rolled his eyes, but didn't deny anything.

Gwen decided to change the subject. "So, uh, are we gonna go inside, or…?"

"Hey, yeah!" Lucy said. "To the dance!"

Gwen watched as Lucy locked arms with Ben, ready for him to lead her inside. That same annoyance she felt whenever she saw them acting like this returned, but then Lucy wrapped her other arm around Gwen's. Ben and Gwen both looked at Lucy in confusion.

Lucy gave each of them a loving smile. "Shall we?" Linked at the arms, Lucy led both Ben and Gwen into the gymnasium.

Inside, Gwen and Lucy saw many of their classmates. Everyone was dressed in formal wear, milling about in groups or gathered around the refreshment tables. The lights were dimmed, but there were spotlights and mirror balls providing constant and spinning streams of light. Music was playing, and many couples were already crowding the dance floor. A few chaperones patrolled up and down, keeping an eye on the kids to make sure nobody was doing anything inappropriate.

"You know we look like we're off to see the Wizard, right?" Gwen asked once they were inside. Lucy and Ben laughed, and the three of them unlinked their arms.

Lucy took a good look around the room. She smiled excitedly and her eyes were filled with wonder as she took in the scene. "Wow, isn't this amazing?" she asked. "It looks just like the proms in the movies!"

"Looks alright," Ben said unenthusiastically.

"This isn't a prom," Gwen pointed out.

"Oh, spoilsports," Lucy said, waving her hand dismissively. "Now," she said, clapping her hands together. "Let's go find our friends and say hi real quick, and then you and me," she stepped up to Ben, poking her finger into his chest. "We're gonna _dance!_ "

Ben smiled nervously and looked over at Gwen for backup, but Gwen just looked at them both blankly.

 _It's fine. I don't care._

The three of them grabbed drinks from the refreshment table, and then Lucy led them around the room to say hi to all of her friends. Many of them knew Gwen as well, and a few even recognized Ben from the Halloween party. Gwen was pleasantly surprised that most of these encounters ended up being a lot less awkward than she'd expected, mostly because nobody was taking this middle school dance thing as seriously as she'd assumed they would.

As they made their way around the perimeter of the dance floor, a familiar voice came from behind them. "Hey, it's Gwen!" They stopped and turned around to find a group of kids standing together. Gwen recognized the boy who'd spoken as one of her classmates, the one who seemed to have a bit of a crush on her. He was with the same friends he'd been with at the Halloween party, and two of his friends were with dates who Gwen also recognized from school.

"Oh. Uh, hey," Gwen said.

"Hey!" Lucy greeted them.

"I wasn't sure you'd be coming tonight," Gwen's classmate said as he and his friends moved towards them. "I didn't know if-" He stopped talking and noticeably flinched a little when he noticed Ben standing next to her.

Lucy, the guy's friends, and their dates all chuckled slightly. Ben looked at him, and he seemed a little confused by his reaction.

"Hey," he said to Ben.

"Do I know you?" Ben asked, not recognizing him.

"Uh, no…" He took a step back. "Well, uh, have fun, Gwen. You too, Lucy."

"Thanks!" Lucy said.

"Yeah, thanks," Gwen said.

The group of them walked away, his friends and their dates trying and failing to contain their laughter.

"Dude, every time."

"You gotta know when to quit, man."

"Yeah, her boyfriend looks like he could mess you up."

"Guys, _come on!_ "

With all the noise around her, Gwen couldn't hear that exchange loudly enough to be upset by it, but Lucy certainly seemed amused by something.

After that encounter, the three of them went back to the refreshment table, grabbed some desserts, and sat down to eat on some of the many chairs set up along the walls of the gymnasium. As they ate, they joked around about the other kids from school they'd seen so far.

The music that had been playing the whole time suddenly stopped for a moment before switching to a slow dance song. Lucy devoured the rest of her brownie and hopped to her feet. "Alright, my darling ring bearer," she said, holding out her hand to Ben. "Come dance with your flower girl!"

Ben smiled nervously, but he took her hand and stood up.

"We'll just be a minute, okay, Gwen?" Lucy said, giving her an apologetic smile.

"Don't worry. I'll be fine here," Gwen said, although she wasn't particularly happy at the prospect of sitting there alone.

"Great. Bye!" Lucy pulled Ben out to the middle of the dance floor. She put his hand on her waist and her hand on his shoulder, and the two of them joined the many couples dancing around them.

* * *

Ben was nervous at first, but he managed to remember the dance lessons Gwen had given him years ago. It also helped that he didn't really know any of the other kids around him, so he had less to be embarrassed about.

As they danced, Lucy stared into Ben's eyes and smiled charmingly. "I'm starting to have flashbacks," she said.

Ben smiled in return. "Yeah. I guess this is pretty much how we met."

"It's kind of romantic, isn't it?" Lucy said with a smirk.

"Totally." Ben laughed lightly. He'd been expecting this kind of teasing from her since the day she'd asked him to the dance, so he was well prepared for it. "Just don't trip me on your sludge this time."

"Don't give me any ideas!"

The song they were dancing to was pretty long, so they spent several minutes like that, holding onto each other and moving in a small circle. Ben couldn't help but notice some subtle changes in the way Lucy was looking at him as their dance went on. She still looked happy and like she was having fun, but there was some other quality to it that he couldn't quite place.

There was something else Ben noticed as he danced with her.

 _I'm kinda liking this._

The last time he'd danced with Lucy, back at Joel and Camille's wedding, it had been pretty awkward and embarrassing the whole time. But now, years later and dancing with the same girl, it was undeniable how beautiful she was, and he found himself wishing his school had a dance he could take her to in return.

When the song ended, Ben and Lucy stopped moving. They stood there for a moment, still holding each other. Lucy took another step forward to hug him, then gave him a kiss on the cheek. "Thanks, Ben," she said.

"...Sure. You're welcome." Ben wasn't sure how to react to that, so that's all he could think to say. Not letting go of his hand, Lucy pulled him along with her off of the dance floor and back over to Gwen.

When they got there, Gwen was sitting right where they'd left her. Ben noticed she was staring at the wall off to the side, like she was making a point of not looking at them. She looked really annoyed too, and that was a look he knew all too well on her.

"'Kay, Gwen," Lucy said, letting go of Ben's hand and stepping over to her. "Your turn!" She held out her hand as Gwen turned to look at them.

Confused, Gwen raised an eyebrow at Lucy's hand. "What?"

"Your turn!" Lucy repeated. "Come on! It's a _dance_. Come dance with me!"

Gwen blinked. "But...but…"

"It'll be fun, trust me!" Lucy grabbed Gwen's hand and pulled her to her feet. "You don't mind, do you, Ben?" she asked.

Ben was about twice as bewildered as Gwen looked. "Uh…"

"Great!" Lucy didn't finish waiting for approval, pulling Gwen with her to the dance floor just as the next slow dance song started.

* * *

When they stopped in the middle of the dance floor, Gwen held out her hands and looked Lucy up and down nervously. "Uh...How should I…"

"I'll do the guy part," Lucy said, giving her a reassuring smile. She brought Gwen's hand to her shoulder and put her own hand on Gwen's waist. Gwen flinched a little at the contact. "Hey, it's okay," Lucy said in a soothing voice. "It's just me," she reminded her, looking her in the eyes and giving her that same reassuring smile.

Gwen still felt weird, but Lucy was being very comforting. Rather than dwell on the fact that she was dancing with another girl, she decided to think back to her cotillion days and dance the way she knew how. It was certainly different, but it was easy enough for her to adjust.

Lucy was being quite delicate. At first, she kept up the warm, disarming smile as she danced with her. It took a minute or two, but eventually, Gwen smiled back at her.

 _I guess this isn't so bad..._

Once Gwen was comfortable, Lucy's smile grew wider. "See? What'd I tell you? This is nice!"

"Yeah, I guess…"

"I'm really glad you came with me tonight," Lucy said in an earnest voice. "I mean it."

"...I am too," Gwen admitted.

After a few more minutes of dancing, the song ended, leaving the two of them standing in each other's arms. Lucy was still smiling, happy as could be. Gwen was smiling as well, but she was still bewildered by the whole thing. She was surprised even further when Lucy repeated her actions with Ben, stepping forward to hug her before giving her a kiss on the cheek. Gwen was practically in a daze when Lucy led her back over to Ben.

"Alright!" Lucy said, getting their attention. "This is _awesome!_ " she declared. "I'll be back in a minute. And when I get back, you and me are going for round two!" She poked Ben in the chest as she spoke, then quickly walked away.

* * *

Lucy made her way through the crowd, heading for the doors. After exiting into the hallway, she quickly rounded the corner and ducked into the nearest restroom. Glad to find it empty, she immediately walked up to the sinks, putting her hands on the counter and staring at herself in the mirror.

The smile she'd showed Ben and Gwen was gone. She wore a troubled expression on her face as she took a few deep breaths. Images of herself dancing with Ben and with Gwen filled her mind's eye. The way they'd looked at her. The way they'd both made her feel as she stared into those gorgeous emerald eyes.

 _This wasn't part of the plan._

She leaned forward and put her hands to her head, rubbing her temples. She tried not to think of how handsome Ben was or how beautiful Gwen looked tonight. She tried not to think of everything they'd done for her over the years. She tried not to think of a lot of things that were hard to ignore while she was on a date with her two favorite people in the world.

 _This isn't about you. This is about them._

Lucy had to remind herself what she was there for. Things weren't going exactly the way she'd wanted, but she was making progress.

 _Okay. There's still time. There's just one more thing I need to do…_

She took a few moments to calm herself down some more. Once her hands had stopped shaking, she stood up straight, smoothed out her dress, and took a long, deep breath before exiting the room.

When she got back to the gymnasium, she found Ben and Gwen sitting next to each other, talking happily amongst themselves. "Hey!" she greeted them cheerily. Any evidence of her recent distress had been erased from her demeanor.

Ben and Gwen looked up at her. "Hey," they both said in unison.

"Sorry to interrupt, but can I borrow this one again?" she asked Gwen, grabbing Ben by the sleeve.

"Sure, go for it," Gwen acquiesced.

"Great!" Tugging him to his feet, she took him by the hand and once again led him out onto the dance floor.

* * *

Ben didn't feel awkward at all this time. He and Lucy held onto each other and danced together as if they'd done it dozens of times before.

"So, what were you and Gwen talking about just now?" Lucy asked.

Ben shrugged. "Nothing much. She seems to be having a good time, though. So, thanks for bringing us."

Lucy looked proud of herself. "My pleasure!"

The two of them continued to dance for a bit. Ben even managed to impress himself by moving somewhat smoothly for once.

"You're actually a pretty good dancer," Lucy said, also sounding surprised.

Ben chuckled. "Well, I learned from the best." After saying that, the memory of dancing with Gwen popped into his head.

 _I never thought I'd actually be grateful to her for that..._

Lucy smiled knowingly, which Ben found odd. Then, in the middle of the song, she suddenly took her hands off of him and took a step back.

"What's up?" Ben asked, wondering why she'd stopped.

"Just a sec," Lucy said, holding up a finger and turning away from him.

"But-"

"Just a sec!" Lucy repeated, leaving him there and heading over to Gwen.

* * *

Back in her seat, Gwen was sitting with her arms crossed, leaning back and staring into space. She was trying not to look at Ben and Lucy again. However, out of the corner of her eye, she saw Lucy approaching her.

"Hey!" Lucy greeted her.

"Hey. Where's Ben?" Gwen asked, not seeing him with her.

"Over there," Lucy pointed.

Gwen followed her finger and could see Ben standing alone amongst the crowd on the dance floor, looking around in confusion. She looked back at Lucy questioningly.

Lucy sat down and lifted up her foot, grabbing it with both hands with a mildly pained expression on her face. "These heels are _killing_ me," she said.

Gwen looked at Lucy's shoes. Her heels were a couple inches taller than her own.

 _How does she even walk in those things?_

"Told you you should've gotten shorter ones," Gwen said with a chuckle.

"Yeah, I know," Lucy agreed, putting her foot back on the ground. "Anyway, would you mind taking my place for a bit while I rest my feet?"

Gwen furrowed her brow. "Taking your place with what?"

Lucy looked back at the dance floor, and Gwen followed her gaze. She was looking back at Ben. "Wha...You...You want me to _what?_ "

"Just for a song or two," Lucy said.

"Lucy! I, I, I can't do _that!_ " Gwen said, shaking her head.

"Why not?" Lucy asked. "You've done it before, haven't you?"

"Yeah, to _teach_ him. In _private._ "

"Gwen, come on. It's not like it's a big deal or anything. And besides, look at him out there!" Lucy gestured towards Ben, who was still waiting patiently on the dance floor. "You can't just leave him hanging like that!"

Gwen looked across the room at Ben. It had been _really_ embarrassing when her grandfather had caught her dancing with him. But when she thought about it, dancing with him hadn't been so bad up until that point. She wasn't sure what came over her, but she slowly stood up.

"See, there you go! Have fun out there!" Lucy said, giving Gwen a push.

Gwen didn't look back at her. Staying focused on Ben, she took a deep breath, then marched across the floor over to where he was standing. She wasn't sure why, but her hands were shaking as she walked towards him.

Ben was staring off into space when he noticed her approaching him. He seemed surprised to see her instead of Lucy. "Gwen?" he asked. "What are you-"

"Shut up and give me your hands," Gwen said, glaring as if she were mad at him about something.

Ben flinched in surprise at the forcefulness of her command, but he didn't argue. "Uh, alright," he said, putting one hand in hers and setting the other on her waist like she'd taught him. Gwen put her other hand on his shoulder, and they began to dance.

For Gwen, something weird happened. She'd been worried about dancing with him in front of all these other people at first, but as she looked into Ben's eyes, everyone else just seemed to fade into the background. The only sounds she could hear were the music and her own heartbeat.

Neither of them said a word as they danced. Gwen was no longer glaring. Instead, they looked at each other the same way they had when they'd given each other their birthday presents.

 _This is...nice._

A strange sort of calm bliss washed over her as she danced with him. Without even realizing what she was doing, she slowly brought herself in closer, falling into his arms and resting her head against his chest as they continued to softly rock back and forth to the slow dance music. Ben did nothing to stop her, wrapping his arms around her acceptingly.

 _Thump._

Gwen felt it again. That same, unnaturally strong heartbeat she'd felt on their birthday, on Halloween, and back when Ben had woken up in the hospital. She didn't understand it, but a mass of strange, incomprehensible thoughts and feelings began to overtake her.

 _What?_

 _What?!_

* * *

Gwen couldn't sleep that night. She lied awake in her bed thinking of the night's events.

She'd only danced with Ben for one song, but it was a long one. When it had ended, the two of them had rejoined Lucy until the dance ended and everyone was sent home. But the strange feelings she had experienced didn't fade. She had somehow managed to make it through the rest of the dance, but now that she was alone with her thoughts, she was forced to confront them.

 _It can't be._

There was, of course, an obvious answer. But Gwen didn't want to accept it.

 _It makes no sense._

She'd been repeating the same things to herself for a few hours now, ever since she'd parted ways with Ben and Lucy for the night. She wrestled with these thoughts, trying to keep them down, hoping to find another solution, _any_ other solution.

But she couldn't.

 _I like him._

Her entire body tensed up at the admission. It was something she knew she must've been denying for some time now, but after tonight, she just couldn't deny it anymore. She liked Ben. She loved him. She loved him in a way that she knew she couldn't.

Gwen suddenly felt sick. She wrapped her arms around her stomach and curled up on her bed, hoping the feeling would pass, but it didn't. Quickly, she got out of bed, running out of her room and down the hall to the bathroom. Slamming the door behind her, she collapsed in front of the toilet. After gagging and heaving for a bit, she vomited into the bowl.

 _Oh god..._

When she was finished, she felt very weak. She could barely manage to reach up and flush the toilet. Afterwards, she slid along the bathroom floor, backing into the corner and sitting up against the wall. She curled up into a ball, wrapping her arms around her legs like she always did when she felt this terrible. She still felt sick, and before she knew it, she was crying too. Slowly at first, but she was bawling her eyes out before long. Her parents were in the house, so she did her best to stay quiet, but it wasn't easy.

"No, no, no, no," she whispered to herself, pressing her face into her knees to muffle her sobbing. "Why, why, why, why…?"

She felt a tremendous guilt weighing down on her, like she had done something so wrong that anyone who found out about it would hate her. She imagined what everyone would say. The kids at school would think she was a freak. Her family would think there was something very wrong with her. And Ben…

 _Oh god, no..._

What would Ben think? Just how disgusted would he be if he knew? Would he still want to be her best friend? Would he even want to see her at all? The thought of being abandoned by Ben made everything so much worse. Unable to help herself, Gwen wailed loudly for a few seconds before quickly quieting herself again.

It was hard to tell how much time had passed, but Gwen felt like she had been sitting there for at least an hour when she finally managed to calm down enough to pull herself back to her feet. She looked at herself in the mirror. She was a complete mess. Her hair was askew, there were tears dripping down her face, there was red all around her eyes, and she still had traces of vomit on her chin. Still sniffling a bit, she turned the knob on the sink and splashed some water in her face, making some effort to clean herself up a little.

Once she was finished, she carefully opened the bathroom door and peeked out. She saw nothing but the dark hallway. Luckily, it seemed she'd been able to keep quiet enough not to wake her parents up. Silently, she crept down the hall back to her room and slid the door shut behind her. Then she collapsed onto her bed.

She felt dead tired. Her admission had been physically and emotionally draining to a degree she hadn't thought possible. And just when she thought it was over, she started crying again. Not as much as before, but tears fell from her eyes again and she sniffled quietly.

 _Why? Just why?_

Unable to stop, she cried herself to sleep.

* * *

Gwen slept in past ten the next morning. When she awoke, she didn't feel like moving. It was the first day of winter break, so she didn't have to do anything today, but she knew Ben and Lucy would want to hang out. She didn't think she'd be able to face Ben today, so she didn't get up to check her phone. Instead, she chose to continue lying there, staring up at the ceiling. All the same terrible thoughts that had gone through her head the night before were still swarming around in her mind, but at least she was too burned out to cry about it anymore.

After forty-five minutes of staring at the ceiling, she heard a knock on the door that made her shut her eyes in annoyance.

 _Just go away._

The thought of having to deal with anyone right now was unthinkable. She hoped that whoever it was would just leave if she didn't answer.

"Gwen? Are you in there?" her father's voice came from the other side of her door, followed by him knocking again.

Gwen whimpered and opened her eyes again. "Yes," she called to her father.

"Can I come in?"

"Yes."

Frank cautiously opened the door and entered the room. When he saw her, he looked shocked. "Gwen, is everything alright?" he asked, concern heavy in his tone.

 _God no._

"...Yeah, Dad. I'm just not feeling very well." There was no way she could tell him what was really wrong, so she figured the best excuse for moping around in bed all day would be that she was sick.

"Oh, honey." Frank came over and sat on the side of Gwen's bed, pressing the back of his hand lightly against his daughter's forehead. "Hmm...Well, you stay in bed if you're feeling sick. Can you eat something?"

"I don't know. Maybe," Gwen said unenthusiastically.

Frank stood up. "I'll bring you some breakfast. And some water." As he walked towards the door, he stopped and turned back around. "Did you have plans to meet with Ben and Lucy today?"

 _Goddammit._

Gwen felt like a heavy weight had been dropped on her chest. "No. Not today," she replied quietly.

"Well, you still might want to send them a message just to let them know you're sick, okay?" Frank suggested.

"Okay," Gwen said weakly, not looking at her father. She heard the door shut as he left. It took her a moment to work up the courage to lean over and reach for her phone. When she picked it up, she saw she already had texts from both Ben and Lucy.

 _Oh, come on..._

Just seeing Ben's name on her phone screen made her tear up. Trying hard not to start crying again, she typed out a quick response and sent it to them.

* * *

Lucy sat next to Ben on the couch in his living room, controller in hand, facing off against him in a fighting game. "Oh wait, wait, wait. Okay, now watch this. You ready?" Lucy said, halting the combat for a moment and getting her character into position for something.

"Yeah, go for it," Ben said, stopping his character and waiting.

Lucy pressed a few buttons on her controller. Her character curled up in a ball, charging up. Then she let go of a button, and her character sped off to the side up a ramp. When she got to the top off the ramp, instead of launching herself across the stage, she moved perfectly horizontally through the air like she was rolling along an invisible platform. She went all the way to the edge, rolled off screen, and died.

"Whaaaat?" Ben said, laughing in amusement. "Is that a glitch?"

"I think so," Lucy said, giggling. "I don't think it's supposed to do that. I found it by accident when I was playing with Joel once."

"Should I jump off the edge to make it fair?" Ben asked.

"Nah, you were already winning this one anyway. Let's just-"

Both their phones vibrated at the same time. They stopped talking and looked at each other.

 _That must be Gwen._

Lucy paused the game and they both took out their phones.

"Sorry, can't hang out today. I'm sick," Lucy read Gwen's message out loud.

"Aw, that sucks," Ben said.

"Yeah," Lucy agreed, disappointed. Then she perked up a bit. "Well, guess it'll just be the two of us today."

Ben nodded and picked up his controller. "Ready?" he asked.

"Okay." Lucy picked up her controller and unpaused the game.

As Lucy had predicted, Ben ended up winning the match, which went by even quicker since she'd taken out one of her own lives by showing Ben that glitch. Once the match was over, Ben looked to his side and flinched in surprise. Lucy had gotten on all fours on the couch and was leaning her face close to his.

"Give me food, please!" Lucy requested.

"Heh. What are you, a cat?" Ben asked. He reached his hand out and pressed it into Lucy's side, gently pushing her.

"Whoa!" Lucy shouted as she fell off the couch, landing on her back in a fit of giggles.

Ben stood up. "But yeah, let's get some lunch."

Still giggling, Lucy reached her arm out to Ben, silently requesting him to help her up. Ben obliged, grabbing her hand and pulling her to her feet. Then he walked out of the room and into his kitchen. Lucy followed, skipping behind him.

"So, whaddya want to eat?" Ben asked. Normally, Ben's parents would offer food to any guests he had over, which was usually just Gwen and Lucy. However, Ben's parents were out at the moment.

"Hmm…" Lucy walked around Ben's kitchen, examining the contents of his pantry, cupboards, and refrigerator. When she opened his freezer, she gasped and pulled out a box of toaster strudels. "I _love_ these things!"

Ben smiled. "Want some?"

Lucy nodded enthusiastically.

"Sounds good to me." Ben took the box from her hands and opened it, pulling out four strudels and placing them in the toaster. "'Kay. You wanna watch TV while we eat?"

"Sure," Lucy nodded in agreement.

While they waited for the strudels to finish toasting, they went back into Ben's living room and opened up his Netflix. As Ben scrolled through shows to find something to throw on, Lucy sat on the other end of the couch. "So...Did you have fun last night?" she asked.

"Yeah," Ben said. "It was way better than I thought it would be."

"So you liked dancing with me?" Lucy asked.

Ben paused his scrolling for a second and just stared at the screen while he thought of an anwer. "Yeah, I guess. I mean, it's not like I'm super into dancing or anything-"

"And you liked dancing with Gwen, too?"

Ben quickly turned to look at her, but he hesitated. "It was...weird." He turned back to the TV. "...But not bad."

Lucy opened her mouth to ask a follow-up question, but just then, the toaster ding'ed.

"Food's ready," Ben said, standing up and leaving the room. Lucy got the feeling he was trying to avoid discussing the dance any further.

 _You're not getting off the hook that easy._

She stood up and followed him into the kitchen. "What do you mean?" she asked him.

"What do you mean, 'What do you mean?'" Ben asked, pulling the strudels out of the toaster.

"'Weird, but not bad,'" Lucy repeated Ben's words.

"I don't know, Lucy, I just…" Ben sounded slightly annoyed, like Lucy was bugging him about something that wasn't really that big of a deal. "It's not like I hated it, but like, how many people do you know who enjoy slow dancing with their cousin?"

"Two," Lucy said with a smirk.

Ben was looking away from her, putting the icing on the Toaster Strudels, but Lucy could tell he was blushing. "...Did she say she liked it?" he asked quietly.

"No," Lucy said. "But I could tell. Especially from how she was leaning on you."

Ben glared at her. "You were watching us?"

"Of course!" Lucy said with a smile. "What did you expect?"

"I _told_ you I don't like it when you eavesdrop on us."

"No, you said you didn't want me eavesdropping on you while you and Gwen gave each other your birthday presents. In _private_. You never said I couldn't watch while you guys danced in front of everyone," Lucy argued.

Ben looked like he wanted to respond, but he just sighed, picking up their plates.

"Why do you care if I saw you guys dancing?" Lucy asked.

"I...I don't know," Ben said, walking towards her and handing her one of the plates. "You're right, it's no big deal."

 _Yes it is, you big dummy!_

"Okay." She took the plate Ben was holding out, quickly grabbing the strudel and taking a big bite out of it. "Thanks!"

"Now, let's see what we're watching," Ben said, heading back into the living room.

Lucy followed and sat down next to him. As she ate, she stared at him, thinking.

 _They're almost there. I just know it._

* * *

The next day, Gwen was lying in bed again. She'd barely moved from there at all the previous day, and she felt like doing the same today. She hadn't cried much since that first night, but she still felt dirty all over whenever she thought about Ben.

There was a knock at her door. "Gwen?" her father's voice said.

"Yeah, Dad? You can come in."

Frank opened the door. "Lucy's downstairs. She was just stopping by to check on you. Are you feeling well enough to have a visitor?"

Gwen thought about it for a moment. If it were both Ben and Lucy stopping by, she would've just pretended to be too sick to see them. But she decided it would be okay if it was just Lucy.

"Yeah, I think so."

"Great! I'll send her up," Frank said, closing the door as he left.

It wasn't long before there was another knock on the door.

"Come in, Lucy," Gwen said.

The door opened and Lucy slid into the room. "Heeeey, how are you doing?" Lucy asked, closing the door behind her.

 _Horrible._

"I'm okay," Gwen said. "Still just a little sick."

"Aww, that sucks," Lucy said sympathetically. "And this close to Christmas, too. Hopefully you'll be all better soon, huh?"

Gwen nodded.

Lucy stood by the side of the bed. "So, you want some company on your sick day?"

Gwen smiled. She actually felt a little relieved to see a face as friendly as Lucy's. "Sure. Thanks, Lucy."

 _Just as long as we don't talk about Ben, this should be fine._

Lucy smiled brightly. "Ohhh, you know me," she said, waving her hand dismissively. "So? What do you wanna do?" She looked around the room and spotted Gwen's laptop on her desk, so she skipped over to it. "You wanna watch some Youtube videos?" she suggested, reaching her hand towards the laptop.

"No!" Gwen said quickly, sitting up in bed. She'd suddenly remembered the stuff about Darwin she'd been looking up on Wikipedia several weeks ago. However unlikely it might be, she did _not_ want Lucy to accidentally discover that somehow.

Lucy flinched and pulled her hand back in surprise. "Alright, hey, no problem," she said, holding up both hands. Then she gave Gwen a teasing smile. "If you don't want me to see your porn, that's fine."

Gwen rolled her eyes, but decided it would actually be easier to just let her think that.

Lucy looked around the room again, her gaze falling on the TV across from Gwen's bed. "Ooh, I know. There's a great series I wanna show you," she said, walking over and turning it on. Then she picked up the controller and went to sit down on the bed next to Gwen.

"Careful not to get too close. I'm still sick, remember," Gwen said, keeping up her ruse.

"Did you forget I'm not an actual human?" Lucy reminded her. "Your diseases can't affect me."

"H. G. Wells would disagree," Gwen said.

Lucy ignored her and scrolled through Netflix, looking for the show she had watched with Ben the day before. "You're gonna love this. Me and Ben found it yesterday and we binge watched, like, all of it."

 _Ben._

Gwen suddenly felt actually sick. She leaned forward, clutching her stomach, hoping she wouldn't have to vomit again.

Lucy noticed. "Oh glob. Gwen, are you okay? Do you need something? What's wrong?" she asked, panicked.

"It's nothing," Gwen assured her, taking a deep breath. "I just need some water."

Lucy nodded, still looking very worried. She grabbed Gwen's water bottle off of her desk and handed it to her.

"Thanks," Gwen said, taking a drink.

"You sure you're okay?" Lucy asked.

Gwen nodded. "I'll be fine." The genuine concern in Lucy's eyes was obvious. It made Gwen feel guilty about lying to her. "And I really am glad you're here," she said truthfully.

Lucy smiled, blushing a little as she turned back to the TV.

Gwen looked away too. She was very worried about how she had reacted to the mere mention of Ben. Right away, it was obvious that getting over him wasn't going to be easy.

* * *

 **Author's note:**

Ta-da! It only took 34 chapters, but Gwen is finally being honest with herself. Just a shame she wasn't very enthusiastic about it. Thank you all for your patience so far. I know you've been dying for some real progress, so I'm glad I was able to get this chapter done way ahead of schedule this week.

Comments:

The Disturbed King: "I wonder how Ben will react when he finally realizes that what he feels for Gwen is stronger than a cousin should feel."

Hopefully he'll take it better than Gwen did.

Guest: "I loved it. The succinct yet emotional 'closure' with the gold watch and locket is absolutely beautiful. 'Time to start anew,' it says."

Thank you! That's exactly what I was going for with that scene.

Guest: "just wondering, was the titled inspired from the anime 'The Flower I Saw That Day?'"

Yes it was! Such a beautifully sad anime. But don't worry, my story isn't really similar to it other than the title.

Guest: "Why do I get a feeling that Lucy might have developed some feelings for Ben without realising?"

Well, looks like you were right.

lelcar: "Lucy seems to be conflicted between 'want Ben and Gwen getting together' and 'don't mind getting lucky with both of them'."

Getting her two best friends to realize their feelings for each other is the goal. Getting to bang them both along the way would just be a bonus, right?

csgt: "I get the feeling Lucy is setting up the whole dance thing so Ben and Gwen will dance together (especially since she asked Ben to bring Gwen's favorite flowers)..."

Ah, I see you are an evil mastermind as well. That was indeed her master plan. Side note: the yellow roses thing was from an episode of Alien Force that I never saw, but I learned about it from the fanfiction "Yellow Roses" by KitsunexMaxwell and confirmed it on the wiki.

shadowrunner22: "Well now this is amazing I loved the present scene and I love how Lucy is trying to put Ben and Gwen together and i say it's on the verge of success."

She was pretty close up until the whole thing made Gwen vomit. But she's a lot closer now than she's ever been.

Car-54: "Lucy can be hard to read. Sometimes it seems she want's Ben (or Gwen)for herself, other times she's as much a shipper as your readers."

Yep. Hopefully things are becoming a little clearer after this chapter though.

Guest: "All right as much as we all came here for a Bwen fanfic, and they have beautiful moments together, the interactions between Ben and Lucy are adorable and I can't help but hope for them too."

Thanks! I think they go together pretty well too.

Guest: "When Lucy kissed Gwen in the cheek as a friendly gesture or whatever, why didn't you make her reference 'I kissed a girl' by Katy Perry this time around. Goddamnit gojaimas smh"

Aw man I'm gonna lose all my street cred 'cause I keep missing the opportunity for Katy Perry references. I'm so ashamed!

Guest: "I'm imagining this dance thing between Ben and Gwen to be like this DeviantArt I saw a year ago: art/Ben-10-Another-Wedding-585948847"

Holy crap, that's so cute! I really wish there was more Bwen fanart.

pr0dz: "wow I never thought it really was. I had a feeling it was that scene too. I thought of Terra at that time tbh"

Ashley Johnson was great as Terra as well. Almost all of the Ben 10 VAs have been in superhero shows, which is something I like having fun with.

Guest: "Why would Ben see lucy beautiful what about gwen?! Hello!what's going on here?!"

You can't really blame Ben. Sure, Gwen is quite beautiful herself, but Lucy's a shapeshifter who took as perfect of a form as she could. Plus she's not off-limits to him the way Gwen is.


	35. January, Year 4

**May, Year -2**

Recess had always been Ben's favorite part of the day. It was probably the only thing that made school even remotely bearable. "Now, what should I do…" he wondered aloud to himself as he walked across the playground. On the far side, he spotted a girl from his class playing on the swingset. Smiling, he ran over to her.

"Hey! I betcha I can swing higher than you," Ben called up to her.

"Nuh-uh, I bet you can't," she shouted back down to him.

Feeling up to the challenge, Ben sat down on the swing next to her and started rocking forwards and backwards.

"See! You can't go higher than me."

"Hey, I'm just getting started!" Ben put more effort into it, swinging higher and higher. Eventually, the two of them were neck and neck, swinging back and forth at the same speed next to each other, neither going higher than the other. With a playful smile, Ben reached over and gave her a light shove, causing her swing to twist and swing weirdly for a moment.

"Whoa!" she shouted, laughing as she stabilized. "Hey! I'm gonna get you back for that one!" She shoved Ben just as he'd shoved her.

The two of them continued swinging, trying to go higher and higher while messing each other up along the way. After a few minutes of this, Ben noticed a group of boys on the playground pointing and laughing at them.

 _What are they doing?_

Ben didn't like being laughed at. Without taking much time to think it over, he decided to jump off the swingset. As soon as he hit the ground, he ran over to the kids he'd seen laughing. "Hey! What's so funny?" he demanded.

The boys kept laughing. One of them held out his arms and pushed the others back a little. "Whoa! Watch out, everybody. Don't wanna catch his _cooties._ "

"My what?" Ben asked, glaring at the boy.

"Cooties!" one of the other boys said.

"He touched a _girl!_ "

"Yeah, Tennyson. What're you doing playing with a girl?"

"Duh. He was playing on the swings. He _is_ a girl."

Ben looked back and forth between the other boys as the spoke. "Shut up, jerks! What's wrong with playing with girls? Or swings?"

The boys laughed at him again.

"Ooooh, Ben likes Madeline," one of them said tauntingly.

Ben's face went red. "No I don't! Shut up!"

"Ben's got _cooties._ "

"No I don't!" Ben had no idea what cooties were, but he knew he didn't have them. Either way, denying it only made them laugh at him more.

"Ooooohh-" One of the boys started to say something, but Ben shoved him, causing him to fall to the ground with a thud. "Ow! He pushed me!"

"Fight! Fight! Fight! Fight- _Ow_!" Another boy's chanting was interrupted when Ben spun around and punched him in the face. "Hey, that hurt! What'd you do that for?"

"You said fight!" Ben said like it was obvious.

" _Teacher!_ " one of them shouted in alarm, pointing at the adult who was slowly approaching from across the playground.

"Oh crap, run!"

All of them, including Ben, split up and ran in different directions.

Once he was a safe distance away, Ben sat down and leaned against one of the structures on the playground. He stared angrily at the ground in front of him, still thinking about what the other kids had said.

 _You can't laugh at me like that. Jerks._

* * *

"Are they almost here?" Gwen asked her parents.

"They'll be here soon, sweetheart," her father told her.

Gwen's parents were having her aunt and uncle over for dinner, so that meant they would be bringing her cousin with them. It had been a while since she'd last seen Ben, so she was pretty excited.

"Gwen, come help set the table," her mother called to her from the kitchen.

"Yes, Mommy." Leaving her spot by the window, Gwen went to go start putting down plates and silverware for dinner. After she'd set three places, she was interrupted by the doorbell ringing repeatedly. A bright smile appeared on her face. She dropped what she was doing and ran to the front door.

Gwen opened the door and found Ben on her front step, grinning playfully as he kept hitting the doorbell button. Gwen giggled at the sight of him "Hi!" she said, waving hello. Ben waved back at her as she stepped aside to let him in. She stood there holding the door open for another few seconds while she waited for Ben's parents to catch up.

"Guess what, guess what, guess what?" Gwen asked Ben excitedly as she led him and his parents inside.

"What?" Ben asked.

"I have a game on my computer now!"

"Really? I thought your parents didn't let you have games."

"Daddy let me have one," Gwen explained.

A voice called from another room. "Is that them, Gwen?"

"Yes, Daddy! They're here!" Gwen called back.

Frank stepped into the room. "Hello, everyone," he greeted them. "Carl, Sandra, Ben. Glad you could all make it."

Natalie stepped out of the kitchen. "Dinner is just about ready. It'll just be another minute or two."

Gwen took that to mean she had a little time to show Ben her new game. "C'mon," she said, grabbing Ben's hand. "I wanna show you-"

"Don't touch me!" Ben shouted, pulling his hand away.

Gwen flinched in surprise.

Ben paused, immediately looking guilty. "S-Sorry, I, uh…"

Frank, Carl, and Sandra chuckled at Ben's reaction. Ben glared at them.

"Better watch out there, champ," Ben's father said to him. "Don't you know girls have cooties?" he joked. Ben's eyes went wide in fear.

"Stop that, Carl," Natalie chided.

"Ben, are you-" Gwen stepped closer to him, trying to ask him if he was alright.

"I don't want your cooties!" Ben yelled, shoving her.

Gwen screamed. The force of Ben's shove caused her to stumble backwards and she tripped over her feet, falling to the floor. "Hey! Why'd you do that?!"

Their parents gasped. "Ben, what's gotten into you?" his mother asked him. "Apologize to your cousin this instant!"

"But, but, but Dad said she…" Ben sounded guilty and confused.

"Your father didn't mean that," Frank explained. "Cooties aren't real. He was only joking." He walked over to his daughter and helped her up. "Are you alright, sweetheart?"

"No!" Gwen shouted. "What the heck is your problem, doofus?"

"I'm not a doofus, _you're_ a doofus!" Ben shouted back.

"He pushed me!" Gwen reiterated to their parents, turning to face them while pointing at Ben accusingly.

"Shut up, you little dweeb!"

Gwen screamed and made a move to shove Ben back, but her father grabbed her by the shoulders and held her in place. "Okay, I think that's enough, you two. Now, how about we just apologize and forget the whole thing, huh?"

"Screw that!" Ben said, turning his back to Gwen and crossing his arms defiantly.

Gwen stared angrily at the back of his head for a moment before mimicking his actions.

Natalie sighed, glaring at Carl. "Well, dinner should be ready now. How about we sit down?" she suggested.

The six of them moved into the dining room. Ben and Gwen sat down across from each other at the end of the table. At first, they sat there in silence, eating their dinner while their parents talked. Every once in awhile, Gwen would look up for a second to glance at Ben. Eventually, they both looked up at the same time, making eye contact. Neither of them said anything for a moment, but Gwen couldn't handle the silence for very long.

"What?" she spat out with a little more bite than she'd intended.

" _What?_ " Ben said in a mocking tone.

Gwen narrowed her eyes. "Stop that."

" _Stop that._ "

"I said cut it out, jerk!"

" _You_ cut it out, loser!"

"Ben!" Sandra said from the other end of the table.

"Gwen!" Natalie joined.

Ben and Gwen flinched at the sounds of their mothers raising their voices, then silently turned to give them their attention.

"I think we should calm down a little," Frank said diplomatically. "Just be nice and finish your meal, Gwen."

"You too, Ben," Carl chimed in.

Ben and Gwen nodded meekly to their parents before turning back to their dinner. They ate the rest of the meal in silence, occasionally shooting each other dirty looks. When they finished, their parents were still chatting, so they continued to sit there.

Gwen eventually got tired of it. Looking up at Ben, without glaring, she waited until he made eye contact with her. He still looked a little mad, but she spoke to him quietly. "I was gonna show you the game on my computer," she said.

"What makes you think I wanna see whatever stupid games you play?" Ben asked.

"Why are you being such a jerk?!" Gwen asked, her anger returning almost instantly.

"Why are you being such a crybaby?"

"Well at least I'm not a total moron who still thinks _cooties_ are real!" Gwen said, slamming her hands on the table.

"You stupid little..." Ben grabbed some leftover food off of his plate and threw it at Gwen, hitting her in the face.

"Ahh!" Gwen shrieked.

" _Benjamin!_ " Carl shouted.

Fury rose up in Gwen. She ran around the end of the table and started beating her balled up hands against Ben's shoulder, screaming names at him as she did.

Ben started to fight back, but the fight only lasted a few seconds before their fathers stepped in and pulled them apart. They squirmed and tried to break free, still shouting insults at each other.

Carl sighed. "I guess we'd better get going," he said.

"I think that's a good idea," Sandra said, standing up to join her husband. "I'm sorry about this," she said to Frank and Natalie.

"It's alright," Frank said. "Maybe next time you can stay longer."

Gwen stopped thrashing. She stood still in her father's grip as she watched Carl and Sandra walk Ben to the front door to leave.

Frank let go and stepped in front of her. "Gwen, honey, that wasn't like you. What's the matter?"

Gwen was close to tears. " _Nothing!_ "

" _Gwen,_ " Natalie said sternly, making her tense up. "Don't shout at your father like that."

"...Yes, Mommy," Gwen said, trying not to cry.

"Alright. Now, let's clean up," Natalie said.

Gwen nodded. Her parents went into the kitchen and she began collecting the plates from the dinner table. She was still upset about her fight with Ben, but she felt bad about her outbursts. She kept her head down to try to hide her shame as she carried the plates into the kitchen, walking past her father and placing them in the sink where her mother began to clean them. As she walked back into the dining room to collect the silverware, she heard her parents talking quietly.

"She'll be alright," her father said.

"I'm worried," her mother said simply after a moment.

"There's nothing to worry about," Frank assured her. "They just had a little fight. There's no way it'll last."

* * *

 **January, Year 4**

Getting through the rest of Winter Break had not been easy for Gwen. Pretending to be sick had worked for the first couple of days, but she couldn't keep that up forever. Like usual, the Tennyson family had held a Christmas party, which Gwen had attended along with Ben and Lucy. And the week after that, the three of them spent New Year's Eve counting down to midnight together. Whenever she was with them, she tried her best not to act any differently than she normally did, but that was a difficult feat. She couldn't look at Ben the same way anymore. He wasn't just her cousin now, he was a _boy_. All the good qualities he had that led her to admire him as a person now caused her to admire him in a completely different way. Plus, there were other qualities about him that she had never really noticed before, mainly the type of thing that Lucy was much more comfortable talking about than she was.

After school on her first day back from break, Gwen and Lucy left to go meet Ben as they often did. However, Gwen now felt a mix of excitement and dread at the thought of hanging out with Ben again. She realized that the way she felt about seeing him now was actually very similar to the way she'd felt about it back when they had just started hanging out again before officially becoming friends. But this was different. Very different.

Gwen wasn't really paying much attention to what Lucy was saying to her as they walked together. Her thoughts were too preoccupied with coming up with a way to act normal. However, when they arrived at the park, all her thoughts went out the window as soon as she saw Ben.

 _Thump._

Her face distorted in disgust at herself when she felt that familiar pounding in her chest at the sight of him. She quickly corrected her expression, noticing Lucy had stopped talking to study her.

"What?" Gwen asked, trying to sound nonchalant.

"Nothing," Lucy said.

"Yo," Ben said, raising his hand as they approached him. Gwen made eye contact with him, and she felt like he was looking right through her.

 _Thump._

 _Dammit, all he did was say hi!_

"Happy New Year!" Lucy said excitedly, giving him a friendly hug.

"We literally rang in the New Year together," Ben reminded her. Looking over Lucy's shoulder at Gwen, he smiled and shook his head.

 _Thump._

 _Goddammit._

Gwen shook her head to show her agreement about Lucy's antics, trying not to let on that her heart was racing just from him looking at her.

"I know," Lucy said, still clinging to Ben. "But it's still a new year, and I'm still happy!"

Gwen tried her best not to be jealous of Lucy right then. She had never been the type to hug as much as the other girl did, but seeing the way Lucy could get so close to Ben so easily made her wish she could be like that too.

Lucy let go of Ben, putting her hands behind her back and shuffling backwards to stand next to Gwen. She cutely rocked forwards and backwards on the balls of her feet, giving Gwen a strangely smug look.

 _...Does she suspect me?_

Gwen ignored her, trying not to get paranoid.

"So, where to?" Ben asked.

Lucy's hand shot up into the air. "Your house!" she declared.

"Uh, okay. Why?" Ben asked.

"Because you've still got new games from Christmas for us to try out," Lucy explained.

"Oh yeah," Ben said. "I've already tried them all at least once, so I know you guys are gonna love 'em." He turned to Gwen. "I actually got stuck at this puzzle I can't figure out in one of them, but I know you'll be able to get it."

Gwen smiled. Compliments from Ben had always felt special to her, but now it was on a whole new level. Just from that simple comment, she felt her heart soar like she'd just been given the greatest praise she'd ever received. She had to remind herself that she had to act natural.

"Heh. That's no surprise, Doofus," she said, turning to Lucy. "Ben can _not_ think with portals."

Ben and Lucy laughed.

"C'mon, let's go!" Lucy began skipping in the direction of Ben's house. Ben and Gwen followed behind her.

* * *

Gwen was a mess by the time she got home later that day. Spending the afternoon with Ben had felt great, but it was deeply troubling at the same time. As soon as she got back to her house, she ran up to her room and shut the door, not bothering to say hi to her parents first.

Memories from the past few hours were still fresh in her mind. Earlier that day, Ben's hand had brushed against hers while they were passing a controller between them. It had felt so tender and gentle, she'd wanted nothing more than to just hold his hand at that moment. Thinking back on it now, her hand shook as she held it up.

 _Stop it._

She put her hand down and closed her eyes, steeling herself. She tried to put him out of her mind, but she couldn't. It made her smile whenever her mind floated back to the memories of all the funny things he'd said that day. He always knew how to make her laugh, and he could probably cheer her up no matter how down she felt.

 _Stop it!_

The smile faded from Gwen's face and was replaced with a scowl. She kicked her bed in frustration before sitting down on it, crossing her arms stubbornly and staring at the wall.

 _I need to stop this._

That was something she'd been constantly reminding herself of all day. It was easy for her to forget when she was around Ben, but her feelings for him had crossed a dangerous line recently. She couldn't feel this way about him. She had to put a stop to it.

Her scowl became a more pitiful expression as she bit back tears.

 _Dammit, Gwen. You're better than this._

She didn't like crying, and she'd been doing it an awful lot lately. She'd done it after the dance, after Christmas, and after New Year's. She couldn't allow herself to keep doing it every time she saw him. Sighing deeply in frustration, she lied down on her bed and closed her eyes.

She had homework to do, but she knew that if she tried to do it right now, she wouldn't be able to focus yet. She had to come to a decision on this right now.

 _I need to deal with this. I need a plan._

After mulling it over for a while, she came to a conclusion. If her feelings for him got worse every time she saw him, all she had to do was stop seeing him. Not completely, of course. She knew she could never stay away from him forever, even if she wanted to, which she _definitely_ didn't. But it was undeniable that she spent a lot of time with him.

 _Normal cousins don't spend this much time together, and they never have this problem._

So, that's what she had to do. In order to get over him, she would just have to go a few more days each week without seeing him until things went back to normal.

Gwen smiled bitterly. She'd convinced herself that this was a good idea and that it would work, but she knew it wouldn't be pleasant either way. She remembered what it had been like after their first summer and during that time Ben was dating Julie. She'd been completely miserable without him. She was _not_ looking forward to feeling like that again, but she couldn't think of any better ideas.

 _This is for the best._

* * *

"This one?" Ben asked. Lucy had led him to a door in her house which he had never opened before. It was down the hall further in the back where he'd never had a reason to go whenever he'd come over to hang out with her.

"Yep!" Lucy nodded her head excitedly. "Aaaand, here it is!" She threw the door open, gesturing dramatically for Ben to enter.

Nodding his thanks, Ben walked past her into the room. Inside, tables and shelves lined the walls, all filled with clays pots and other small sculptures. In the center of the room was a single pottery wheel with a chair next to it, and two more chairs were pushed back against the wall. The entire room was spotted with bits of dried clay.

 _...Wow._

"This is where you do all your pottery?" Ben asked.

"Yep!" Lucy nodded, stepping into the room and standing next to him. "Have I seriously never shown you this before?"

"You haven't," Ben said, shaking his head. "I mean, you told me you make pots and stuff out of clay, but I always thought you did it at, like, an art class after school or something."

"Well, that's what I used to do," Lucy explained. "But Camille and Joel set up a room like this for me at our old house, and when we moved, I made this room my new pottery room."

Ben walked along the shelves of clay sculptures. He saw one that looked interesting and picked it up, examining it.

 _Don't touch that, Doofus! You might break it!_

He heard Gwen's voice shouting in his head. He smirked, but nonetheless heeded what he assumed would be his cousin's warning and put the sculpture back down.

"Pretty neat, huh?" Lucy asked.

"Yeah," Ben said, looking around. "You made _all_ of these?"

"Mhmm!" Lucy nodded, smiling proudly.

"Cool," Ben said. He turned and looked at the pottery wheel in the middle of the room. "How does that work?" he asked.

Lucy looked excited. "I can show you. Wanna see?"

"Sure."

Lucy skipped across the room, grabbed one of the extra chairs, and dragged it over to the pottery wheel. Then she sat down in her chair and patted the other one, signaling for Ben to join her. Ben nodded, walking over and sitting down next to her.

Lucy grabbed a ball of clay and smacked it down into the middle of the wheel, then reached her hand into a bucket of water and splashed some water onto it. "Let's get some of this going here…" she said, placing her hands around the pile of wet clay. "And then you get the wheel spinning like this…" Lucy grabbed the wheel and gave it a spin to get started, then pressed her foot down on a pedal to the side of it. "And then when you push on the clay…" Her hand encircled the wet clay in the center of the wheel, pressed against it. As the wheel spun, the clay began to change shape. At first she made it dome shaped, then she pressed into it more and slowly moved her hands upwards. The clay became thinner and taller, turning into more of a cylinder that tapered a little towards the top.

"Whoa," Ben said in surprise. The way the clay moved and changed shape so fluidly looked very unusual.

"I know! Cool, right?" Lucy asked.

"It looks kinda like you when you shapeshift," Ben observed.

Lucy giggled. She took one hand off the clay and held it up. Her hand shifted, becoming purple and mud-like. It spun and took the shape of the clay sculpture she was making on the wheel. "It is kinda like that. I always knew I was the _real_ work of art in here!"

Ben laughed. He hadn't seen Lucy shapeshift in a while, so it was fun to see it again. In an odd way, she was his last link to his previous alien-filled double life, and he was glad to have a reminder of that. But those thoughts got him thinking about the Omnitrix again. He glanced down at his ordinary watch, feeling a sudden pang of nostalgia.

"You wanna try it?" Lucy asked.

"What?" Ben lifted his back head up.

She stopped pressing the pedal, letting the wheel come to a stop. With both hands, she smushed the clay back into a pile, then scooted her chair to the side. "Come on. Give it a try," she said, giving Ben a friendly smile as she invited him to take her place.

Ben hesitated. "Well...okay," he said, sliding his chair over to where Lucy's was a moment ago. He pressed his foot down on the pedal. When it didn't move right away, Lucy grabbed the wheel and gave it a spin like she'd done before to get it started. Once the wheel was spinning, Ben put his hands on the clay. "Eugh, it feels weird," he said.

Lucy giggled. "You get used to it."

Ben tried to copy Lucy's actions, spinning the clay into a dome shape. Once he got that to work, he pushed into it more and directed the clay upwards, making it thinner and taller.

"Now you're gettin' it!" Lucy congratulated him as he made progress. "Try spinning the wheel a bit faster."

Ben complied, pressing down on the pedal a few times at a more rapid pace. The wheel spun faster, and Ben was able to reshape the clay more rapidly too. But before long, the clay started to wobble. The top of the sculpture Ben was making drooped to the side as it spun. "Whoa, whoa," he said, mildly panicking. Lucy started to giggle, doing nothing to help. Ben didn't think to slow the wheel, instead trying to use his hands to keep the clay steady. But ultimately, he failed. Spinning too fast to stay together, the clay came loose and splattered around the room, hitting both Ben and Lucy.

"Shit!" Ben shouted, scooting back away from the wheel.

Lucy broke out in a fit of laughter. "Yay!" she shouted, leaping up and latching onto Ben, hugging him and pressing her cheek against his. "That was _awesome!"_

Ben had been expecting her to be mad at him for making a mess, so he was surprised by her reaction. After sitting there with Lucy clinging to him for a moment, he put his arms around her too, being careful not to touch her with his clay-covered hands.

Lucy hopped away from him and clapped her hands, still smiling brightly. "This was fun!" she declared.

Ben smiled at Lucy's enthusiasm. "Yeah," he said, standing up. He looked himself over. His hands, arms, and shirt were covered with clay, and he could feel bits of it on his face too. "Sorry I made a mess though."

Lucy was in a similar state, but she didn't seem to mind. "Don't worry. Happens all the time. We should probably get ourselves cleaned up, though. Camille will kill me if I get clay all over the house again."

Together, they exited Lucy's pottery room. "The shower's upstairs," Lucy informed him. "You can go first."

"Cool, thanks," Ben said.

"You need to borrow a shirt? You might be able to wear one of Joel's or something," she offered.

"No, I brought an extra for P.E. today."

The two of them went into the living room where Ben had left his backpack. He leaned over and reached into it, pulling out his spare shirt. As he stood up straight, Lucy walked up to him and grabbed the hem of the shirt he was wearing.

"Well, now that you've got that one, guess you don't need _this_ one anymore, right?" she asked, smiling wickedly as she tried to pull his shirt up.

"Hey, no!" Ben said, tugging his shirt back down.

Lucy giggled. "Alright, fine. Come on," she said, grabbing Ben's hand and leading him upstairs. She showed him to the bathroom that had the shower in it and stood outside the door, gesturing for him to go inside. "All yours."

"Thanks," Ben said, stepping past her.

When he turned to close the door, Lucy stood just outside the threshold. She stared at him, hands clasped behind her back with an expectant smile on her face, as if she were hoping to be invited in.

Ben shut the door in her face.

"Aw, come on! You're no fun!" Lucy's muffled voice came from behind the door.

Ben smiled and shook his head, turning on the shower.

Luckily, the clay that was covering him was still mostly wet, so it wasn't difficult to clean off. Once he was finished showering, he toweled off, got dressed in his clean shirt, and went back downstairs.

He found Lucy in the living room, sitting on a towel so she wouldn't get clay on the couch. When he entered the room, she looked up at him and grinned. "Gee, you were in there for a pretty long time," she said, looking at her wrist as if she were wearing a watch. "You weren't doing anything _naughty_ in there, were you?"

"Said the girl who tried to grope me ten minutes ago," Ben countered.

Lucy giggled. "Fair enough." She hopped up off the couch. "Well, guess it's my turn."

As Lucy walked past him, Ben had a thought. "Can lenopans even take showers?" he asked.

Lucy stopped and looked at him, confused.

"Well, you're like, made of mud or something. Wouldn't you just dissolve?"

Lucy laughed. "No, silly. I took showers in the Rust Bucket that whole summer I spent with you, remember? We can make our bodies pretty solid if we want to. So yes, we can take showers." The devious smile came back to her face. "Want me to show you?"

"...For fuck's sake, Lucy."

She giggled again. "Alright, fine. But don't say I never gave you a chance." Lucy turned and walked away. While she was still in view of Ben, to his shock, she reached down and pulled her shirt off. Just before she rounded the corner to head up the stairs, she turned her head to look back at him, smiling smugly.

Ben took a moment to recover from his initial shock. She'd had her back to him, so he hadn't actually seen anything. However, just the idea of it had put some hard-to-ignore thoughts in his head. "Goddammit…" he mumbled to himself.

* * *

About fifteen minutes later, Lucy came back downstairs to find Ben sitting on the couch playing his 3DS. When he saw her, he briefly made eye contact, then quickly looked back at his screen. "Hey," he said, his voice cracking a bit. He looked flustered and even a little guilty.

Lucy smiled knowingly to herself.

 _I wonder if I wasn't the only one having a little fun while I was in the shower..._

"Hey, you," she greeted him, smiling kindly and sitting herself down next to him on the couch. "Camille and Joel will be home in about an hour. You wanna stay for dinner?"

"Sure," Ben said, not taking his eyes off the game. "Thanks."

Lucy leaned over to look at his screen. She gasped excitedly. "I love that game!"

Ben looked up. "Yeah?" he asked.

"Yeah!" Lucy hopped to her feet. "Let me get mine. I'll show you my file." She ran out of the room and came back moments later with her 3DS in hand. Jumping back onto the couch next to him, she flipped it open and turned it on. After navigating through a few menus, she leaned in close to Ben. "Here, check out my party."

Ben hit a few buttons, then took her 3DS and handed his to her. "Here's mine," he said.

The two of them took the next couple minutes comparing their files.

"Heh, you're using _him_?" Ben asked.

"Yeah!" Lucy said. "He's got the funniest support conversations."

"Yeah, but he sucks. Here, look." Ben took his game back and scrolled to a certain character. "She's got _much_ better stats," he said, showing the screen to Lucy again.

"Pfft, who cares?" Lucy waved her hand dismissively. "My party's way overleveled as it is. Besides, I plan to level every character by the end, so I'll get to her eventually."

"Really?" Ben asked. "Well, me and Gwen are competing on hard mode, so I can't really afford to use anyone but the strongest characters."

Lucy laughed. "Of course. I should've guessed."

"Yeah. She's _way_ better at these kinds of games too, so I need to do everything perfectly if I'm gonna beat her." Ben looked like he'd just reminded himself of something. "So, what exactly is she working on right now?"

"What?" Lucy asked.

"She said she was working on some project or something, right?" he asked, referring to Gwen's reason for not being able to hang out today.

"Oh. I dunno," Lucy said. "I think she said it was for English? We're in most of the same classes, so I don't think it's for any of the classes I have with her."

"Oh." Ben nodded, then turned away. He looked like he was thinking hard about something.

Lucy smiled sweetly.

 _He's had like ten chances to get it on with me today, and still all he can think about is her._

Even though she found that cute, she couldn't help feeling a little hurt by it.

 _I guess I wasn't just testing him..._

"You sure that's what she's doing?" Ben asked.

"What?" Lucy snapped out of her thoughts, unsure what he was asking.

"Well, I mean, it just seems like I haven't seen her, like, _at all_ lately," he said. "She always says she's busy with something, and she's never really clear on what it is."

Lucy knit her brow. She wasn't sure where this was coming from. "Well, she _has_ seemed a bit busy lately, but I've still hung out with her plenty. Why? You think she's keeping something from you?"

"Well, I don't know. Maybe," Ben said. "Does she have, like, a boyfriend or something...?" he trailed off as he spoke, acting embarrassed to even be asking that question.

Ben flinched as Lucy's face suddenly came very close to his. "Why? You think she'd keep something like that from you?"

"I, I, I don't know. She might," he said, leaning away from her. "...So, does she?"

"Would you be jealous if she did?"

"What?! No!" Ben said quickly. "I just, you know…"

 _Oh, I know alright._

Lucy laughed and moved back, getting out of Ben's face. "No, silly. Gwen doesn't have a boyfriend, despite the boys' best efforts."

Ben looked confused. "What boys?"

"The guys who hit on her all the time," Lucy said.

"Wait, what?"

Now Lucy looked confused. "You seriously don't know? Gwen gets asked out by guys at school _constantly_." She was exaggerating, but she'd seen it happen several times already in the few months she'd been going to school with her.

"Really?"

"Of course! Have you seen her? You shouldn't be surprised."

"I-It's not that it's _surprising_ ," Ben said. "It's just...she never told me that."

"But you've met some of them already," Lucy pointed out. "Like Nathan."

"Who?"

"You know, he was at the dance. And you got him to back off at that Halloween party, too."

"What, that guy? He's always hitting on Gwen?"

"Yeah. And not just him. He's just one of her many hopeless suitors."

Ben looked off to the side, thinking again. Lucy noticed he looked a bit angry.

 _Oh, you adorable, jealous man, you._

Then Lucy realized something else. Ben thought Gwen always seemed to be busy with stuff lately, but Lucy hadn't noticed because she'd actually hung out with her several times recently. Thinking back to the past two weeks or so, almost every time she'd hung out with Gwen, it had been just the two of them. Gwen _did_ always seem to be busy whenever they suggested all three of them hang out together. Maybe there was some merit to Ben's suspicions, although perhaps it wasn't what he thought it was.

 _Maybe she's avoiding him for some reason._

"Have you guys been fighting again?" Lucy asked.

"What? No, why?"

"Hmm. Nevermind."

Lucy's mind started working quickly. If Gwen was avoiding Ben, but not her, the most likely explanation was that the two of them were fighting. But if that wasn't the case, there was one other explanation she could think of. She smiled excitedly at the thought of it.

 _I knew I was close!_

Her next step was to confirm that Gwen was indeed avoiding Ben, and she was already brainstorming the easiest way to do that.

* * *

Gwen's Saturday started slow. When she awoke, she laid in bed for an hour before she finally decided to get up. Lately, she'd been having trouble mustering up enough energy to do much of anything, so this wasn't too unusual for, especially on weekends. She was hungry, so before doing anything else, she headed downstairs to have some breakfast.

When she walked into the kitchen, her parents had already finished eating, but they were still sitting at the table. Her father was reading the paper and her mother was doing something on her tablet.

"Morning," she greeted them.

"Ah, good morning, Gwen," her father said, looking up from his paper. "Sorry we didn't make any for you. We didn't know when you'd be getting up. I can make you some eggs if you like?" he offered.

"That's alright, Dad. I got it." Gwen relit the burner under the frying pan her parents had left out and started cracking eggs.

"Any plans today, sweetheart?" Frank asked.

"Nothing yet," Gwen answered. "I'll probably hang out with Lucy later, though."

"Just Lucy?" her mother asked.

"And Ben, probably…" Gwen added, looking back down at her eggs as she scrambled them.

 _How did she catch that? Does she know something?_

Gwen told herself she was just being paranoid and tried to act casual. When her eggs were finished, she brought them over on a plate and sat down at the table with her parents. She ate slowly and in silence. Having been forced to bring up Ben a few moments ago, now that was all she could think about. She wondered if she could let herself hang out with him today. It had been way too long since she'd seen him at this point, and the loneliness was starting to get to her.

 _Just a couple more days. I can keep it up for the weekend. I have to._

"What's the matter, dear?" Frank said.

Gwen had been idly poking her eggs with her fork, looking downtrodden. Hearing her dad's voice made her flinch. "Hmm? Oh, nothing. I'm still just a bit tired, that's all." Gwen gave her father what she hoped was a convincing smile, then went back to eating.

When she finished her breakfast, she cleared her place and went back upstairs to take a shower. Afterwards, she got dressed and sat down at her desk, opening up her laptop. She had some homework to do, but she didn't feel like focusing at the moment, so she browsed the internet for a while instead.

Gwen's phone vibrated on the other end of her desk, so she reached over and picked it up. The caller ID told her it was Lucy.

"Hey, Lucy," Gwen said, answering it.

"Hi!" Lucy's happy voice came through the phone. "What're you up to?"

"Nothing much. How about you?"

"Great! You wanna go to the mall?"

"The mall?" Gwen thought about it. "Uh, yeah, sure. I've been meaning to get a new winter coat and some snow boots."

"Perfect! I was gonna get some new outfits too. Now I can model them for Ben _and_ you, and you can _both_ tell me how good I look!" Lucy giggled.

 _Ben's coming?_

Gwen felt her heart sink. The idea of Ben being there excited her, but if she was going to stick to her plan, she had to avoid him still. And now that she'd already agreed to go, she had to think of an excuse to change her mind that wouldn't make Lucy suspicious.

"Gwen? You there?" Lucy asked when Gwen didn't respond.

"Uh, yeah, it's just, uh…" Gwen thought quickly. Something vague yet reasonable-sounding would do. "I actually just remember I already agreed to help my mom with something today," she said. "So, I guess I can't go after all. Maybe we can do something tomorrow?" Gwen mentally kicked herself for suggesting hanging out tomorrow, because that would likely mean she'd have to deal with this same problem again later.

"Aww, that sucks," Lucy said. "Well, yeah, tomorrow then. No problem. Guess I'll just have Ben all to myself today!" she said teasingly.

Even though that kind of teasing didn't used to seriously bother Gwen, she actually felt a pang of jealousy at hearing her say that. "Gee, lucky you," she said sarcastically, trying not to let the other girl know how much it was actually bothering with her.

Lucy giggled. "Don't worry, I won't wear him out _too_ much. Okay, bye!" She hung up.

Gwen's face scrunched up at Lucy's implication, but she put her phone down and tried not to let it get to her.

 _She was just joking. And you're not supposed to care! Stop caring, you idiot!_

Gwen leaned back and sighed. As she looked at her desk, her eyes fell upon the picture frame that was lying face down. A few days ago, she'd done that to the picture of her and Ben that she kept on her desk because it was making her feel bad every time she looked at it. But keeping it face down like this wasn't helping at all. She knew what the picture was, and it made her feel even worse because it was like she was turning her back on him. So, she leaned forward and set the picture frame upright. The smiling faces of her and Ben stared back at her.

Gwen looked down at the locket Ben had given her last month that she still kept hanging from her neck. Even though she knew it contained another picture of the two of them, she hadn't been able to bring herself to stop wearing it. She held it in her hand and stared at the golden case, imagining Ben's picture inside of it.

 _Why can't I just stop?_

* * *

With that phone call, Lucy had pretty much confirmed her suspicions. Gwen was okay with hanging out with her, but as soon as she mentioned Ben, suddenly she was too busy. Gwen was avoiding him. And if they weren't fighting…

 _Maybe she's finally realized her feelings for him!_

Lucy was giddy with excitement. This was real, actual progress. However, Lucy could tell there was a problem. If Gwen was avoiding Ben because she liked him, that meant she hadn't accepted it yet. That would make things difficult, but Gwen would move passed it eventually. It was only a matter of time now.

When Lucy met up with Ben at the mall, she could barely contain her excitement.

"Hey, Lucy," Ben greeted her.

Lucy's response was to squeal excitedly at the sight of him.

"Whoa, what's up with you?" Ben asked, taken by surprise as she came in for a sudden hug.

"Nothing, silly," Lucy lied. "I'm just always happy to see you!" That part wasn't a lie.

"Ha, well, okay. But, uh, could you let go of me soon? We're kinda in public here…" Ben said, looking around nervously while Lucy kept her arms around him with her face pressed into his chest.

"Hmm...gimme a minute," Lucy said.

Once Ben managed to untangle himself from her, the two of them set off on their way. They spent a few hours looking around and shopping. Lucy tried on clothes and modeled them for Ben like she'd said she world. Then, after buying a few things, they made their way to the food court for lunch.

"Hey Ben," Lucy said, sitting across from him at a table.

"Yeah?"

"Can I ask you something about Julie?"

Ben looked confused for a second. "Oh yeah. I forgot I told you about her. Uh, sure. What do you wanna know?"

"When did you realize you liked her?" Lucy asked.

Ben furrowed his brow. "Why?" he asked.

"Just tell me."

Ben still seemed confused, but he shrugged. "Uh, pretty early last year, I guess."

"What did you do?"

"What do you mean?"

"You know, when you realized you liked her. What did you do? Did you ask her out right away?"

Ben chuckled. "God no. I didn't even _want_ to like her. I tried to, like, avoid her at all costs."

"Why?" Lucy asked.

Ben shrugged. He started to look really uncomfortable talking about this. "It was still just kinda weird to me. I'd never dated anyone before."

"But you went out with her eventually, right?"

"Yeah, after trying and failing to get over her."

Lucy smiled to herself.

 _They're so alike._

"Why do you wanna know about Julie?" Ben asked.

"I don't." Lucy smiled at him. "I'm just putting everything together."

Ben looked at her questioningly, but she went back to eating her lunch without elaborating further. She kept a knowing grin on her face as she continued to ponder the situation.

 _Soon._

* * *

 **Author's note:**

Wow! I'm glad the direction I took the last chapter was generally well received. That was a pretty big turning point, so things are definitely gonna pick up a bit now. Also, holy crap that's a lot of comments. The part of the note where I answer them ended up being pretty long and I felt like including pictures this time, so I decided to break out the tumblr I never use and post all my responses there. If you're interested, the link is gojaimas dot tumblr dot com/post/173590312976/chapter-35-comment-replies


	36. February, Year 4

**November, Year -1**

Gwen sat in the backseat as her parents drove to Ben's house. It was Thanksgiving Day, and she was thinking hard about what was going to happen when she saw Ben this time. It had been about six months since they'd started fighting. Since then, their parents had begun bringing them to visit each other less and less as they would just end up fighting every time. Today was the first time in almost two months that she and Ben were going to see each other. Gwen wondered if that was enough time for their feud to have died down.

When they arrived at Ben's house, his parents greeted them at the door and let them inside. Gwen followed behind the adults as they walked through the house to the dining room, chatting as they went. Gwen wasn't paying attention to them, though. She was looking around each room they passed through, hoping to find Ben since he hadn't come out to meet them.

In the dining room, Gwen's parents took their seats while Ben's parents finished the final preparations of their Thanksgiving dinner. Her grandfather was also supposed to arrive shortly, so they planned to wait for him to get there before they started dinner. Gwen didn't join her parents at the table. Instead, she stood off to the side until it became clear that the adults were too absorbed in their conversation to notice her slip out of the room.

She found Ben in the living room, sitting on the couch watching TV. He was staring blankly at the screen, almost like he was lost in thought and not really paying attention to what was showing. He didn't notice Gwen enter the room either, so she stood in the entryway and didn't say anything to announce her presence. She just nervously toyed with the hem of her shirt, watching Ben and waiting for him to notice her.

Eventually, Gwen worked up the courage to make a sound. "Um," she said to get his attention.

Ben flinched and glanced in her direction. He looked surprised at first, but then he narrowed his eyes at her.

Gwen spoke up again. "Hey," she simply said, giving Ben a slightly nervous smile.

"What're you doing here, Dweeb?" Ben asked in annoyance.

"Shut up!" Gwen said reflexively. She immediately regretted doing so, but she couldn't stop herself from glaring back at him.

"Ugh, great," Ben complained. "With Grandpa coming, I thought this Thanksgiving was gonna be fun. But now it's ruined."

Gwen knew it was counterproductive, but she felt herself getting angry. "What the heck is your problem?"

"You are."

"I'm just trying to talk to you!"

"Then don't."

"We're supposed to be friends!"

"We're cousins, not friends."

Gwen froze, shaking in anger. "Fine, whatever! I don't wanna be friends with a jerk like you anyway!" Not able to take it anymore, she stormed out of the room.

The rest of the night didn't go much better. Ben and Gwen were both excited to see their grandfather, and ended up pushing and shoving each other trying to get to him first. At dinner, they sat across from each other and stared at their food as they ate, only looking up to glare at or insult each other. For the most part, the adults left them to their own devices, only stepping in to tell them to cut it out when they got too loud or said something too mean.

Because of Ben and Gwen's fighting, Gwen's parents thought it best to leave shortly after dinner was concluded. Ben's parents walked them to the front door along with Max. As everyone said their goodbyes, Gwen gave her grandfather a hug. She began to feel a little panicked when she realized she was leaving without coming anywhere close to making up with Ben as she'd hoped she would that night. As she hugged Max, she looked around for Ben, intending to at least say goodbye to him and maybe even apologize. But she didn't see him standing with his parents. Her heart sank as she followed her parents out the door. She heard the door close behind her, and her head drooped miserably.

 _That was it. That was my last chance, and I blew it._

She knew she'd see Ben again. In just a few weeks, they'd meet on their birthday, which they generally shared a celebration for. But from Gwen's point of view, if she couldn't even stop fighting with him when she _wanted_ to stop fighting with him, then there was no way their fighting would ever stop. She'd wanted to end it that night, but if anything, she'd only made it worse.

 _Why can't we just get along?_

* * *

 **February, Year 4**

 _This isn't working._

Gwen found herself pacing in her room one night. It had been over a month since she'd started avoiding Ben as much as she could bring herself to. She'd begun with the hope that, by not seeing him, she'd stop thinking about him. But, as Gwen had come to realize, her plan didn't work. If anything, she only thought about him _more_.

Throughout the month, she'd been pretty miserable just about all the time. Thinking back to how she'd felt during all the previous extended periods of time she'd spent separated from Ben, she couldn't believe how stupid she'd been for not seeing this coming.

 _If there's anything I've learned from all those other times, it's that even if he can be an annoying, idiotic, arrogant jerk, I still can't live without him._

And now that she'd admitted to herself that she was actually _in love_ with that annoying, idiotic, arrogant jerk, being separated from him felt much, much worse.

There had been just a few times recently when she had hung out with Ben. No matter how good she was at making excuses, she couldn't avoid him all the time, especially with Lucy being so insistent. Those days were by far the happiest days she'd had in the last month. Seeing him was a brief reprieve from her misery, and saying goodbye to him at the end of the day was one of the hardest things she'd ever had to do.

So, after all that self-imposed misery, she finally decided that enough was enough. She needed to see Ben again, as often as possible. However, she still had her original problem.

 _I'm still in love with him, and I need to stop._

If avoiding him didn't work, she'd just have to think of something else. But she couldn't. She needed help. So, she thought long and hard about who she could trust enough to ask for help with something like this. The first person who popped into her mind was Ben. She laughed bitterly at the irony of it.

 _The one person I could trust more than anyone else is the last person I could ever tell about this._

So she had to think of someone else. Her parents would probably freak out and tell Ben's parents, and then they'd all decide that she and Ben needed to be separated 'for their own good.' Gwen dreaded the thought.

 _I'm not letting him go. Not again._

Her parents weren't an option, so she considered her grandfather next. He was one of the kindest and most understanding people she knew, but could he go so far as to be understanding of something like _this?_ Gwen had her doubts. Max loved her and he loved Ben too, but there had to be limits to what he'd tolerate. Gwen couldn't ruin his image of them.

Then, another thought occurred to her.

 _Lucy. Of course. It's always been Lucy._

Gwen smacked her forehead and even smiled a bit at the obviousness of it. Lucy was _constantly_ joking around about how cute of a couple she and Ben would make. Gwen didn't think she meant any of it, at least she didn't at first, but even if it was all just for fun, at least she seemed like she wouldn't be freaked out by the idea.

When she finally lied down to go to bed, Gwen actually felt a little relieved. Tomorrow, she'd finally be able to tell someone about this. Even if it wouldn't solve her problem right away, at least she could get it off of her chest.

* * *

The next day, Lucy was walking home with Gwen after school, as she often did.

"So Ben's busy today," she said, stating the obvious, but just trying to make conversation.

"Mm," Gwen nodded.

"He isn't usually busy on Fridays, so that's kinda disappointing."

"Mm."

Lucy looked at Gwen. She was staring into space as she walked forward. Lucy wouldn't be surprised if the other girl hadn't heard a word she'd just said.

 _I wonder what's on her mind._

Lucy smiled deviously. "He's probably off somewhere having sex with Julie."

" _WHAT?!_ "

"Ah, so you _are_ paying attention." Lucy giggled.

Gwen recovered from her shock and looked unamused. "Very funny," she said sarcastically.

Lucy giggled once more. "So, whaddya wanna do today?" she asked. "Wanna come over to my house?"

Gwen's distant stare returned for a moment. "...Can we go to my house instead?" she asked. "It's a bit closer, and...I have something important I want to talk to you about."

The way Gwen had said that made Lucy concerned. "Is everything okay?"

Gwen looked around, like she was afraid someone might overhear them. "I...I'll tell you when we get there, okay?"

"Okay." Lucy nodded

As they walked to Gwen's house, it occurred to Lucy that there was a very obvious explanation for Gwen's behavior. Feeling optimistic, she started to get excited as she imagined what Gwen wanted to talk to her about.

 _She's gonna admit it!_

Gwen seemed really serious, so Lucy tried to hide her excitement in case she might be put off by it. They walked together mostly in silence, but on the inside, Lucy was screaming with excitement.

When they got to Gwen's house, Gwen led Lucy up to her room and shut the door.

Lucy walked across the room and sat down on the edge of Gwen's bed. "So, what did you wanna talk about?" she asked, getting right to the point.

Gwen stood stiffly in the middle of the room across from her. She fidgeted with her hands and stared at the floor, but she didn't say anything.

"Gwen?" Lucy asked.

"I…" Gwen looked up and met Lucy's gaze. "Look...You have to promise me you won't tell _anyone_ about this, okay?"

 _Wait, was I actually right?!_

"Of course. I promise," Lucy said, keeping a straight face.

"Okay…" Gwen took a few deep breaths, but again seemed to be having trouble spitting it out.

When Gwen continued to hesitate, Lucy spoke up. "You know you can tell me anything, right? Anything at all, Gwen. I promise."

Gwen nodded. "Okay. Okay. Now, I know this is gonna sound _really_ weird, and I don't know how else to say it, so I'm just gonna say it." She locked eyes with Lucy and took one last deep breath. "I think I... _like_...Ben."

 _She did it!_

It only took Lucy a second to process what Gwen had said before she smiled brightly. " _YYYES!_ " She hopped to her feet and threw her hands up in celebration. "Yes! Yes! _Yes!_ I knew it! I knew it! I _knew_ it!" She jumped up and down, cheering and laughing while Gwen continued to stand stiffly in the center of the room. "Oh my glob, this is _so_ awesome! I always knew-"

Lucy froze when she looked at Gwen again. She did _not_ look happy. Her eyes were cast downward and she was shaking where she stood.

 _Oh no._

"Oh. Oh gosh. Gwen, I, I'm so sorry. I thought you'd…" She stepped in front of Gwen, looking at her apologetically.

"No, it's...it's okay, I just…" Gwen shut her eyes tightly, but she opened them again after Lucy put her hands on her shoulders.

"Hey," Lucy said, looking at her very seriously. "You don't have to play the tough girl with me, okay?"

Looking into Lucy's eyes, Gwen started to tear up. She collapsed forward, wrapping her arms around the other girl and pressing her face into her shoulder. Lucy caught her and gently lowered the both of them down to their knees on the ground.

"Shhh, shhh, it's okay…" Lucy whispered in Gwen's ear, comfortingly stroking her hair as she did. She'd never seen Gwen cry like this before. Gwen tried to talk, but Lucy couldn't make out her words through her sobbing. "Everything's gonna be fine. I promise," Lucy told her.

"It's...It's so messed up... _I'm_ so messed up...What...What am I gonna do?...He's gonna...He's gonna hate me..." Gwen managed to choke out a string of her worries.

"Shhh, no, no, no…" Lucy said gently. "There's nothing wrong with you. Nobody's gonna hate you. _Especially_ not Ben."

It went on like that for a few minutes. Eventually, Gwen stopped crying. She continued to lay in Lucy's arms for a moment before leaning away from her and sitting upright. "Sorry about that...And thank you," she said quietly, wiping her tears with the back of her hand.

"Don't mention it," Lucy said. "I'll always be here for you."

Gwen nodded appreciatively. "So...So what should I do?" she asked, her face making it clear that she was desperate for answers.

"What do you _want_ to do?" Lucy asked.

"I want to _stop,_ " Gwen said, as if it should have been obvious. "I want to stop _liking_ him."

"Why?"

"' _Why?_ '" Gwen repeated, narrowing her eyes. "What do you mean, 'Why?'"

"I mean, why don't you want to like him?"

"Are you _kidding me?_ " Gwen stood up angrily. "What kind of question is that? It's _messed up_ , that's why!"

"Why?" Lucy asked again, standing up as well.

"Because he's my _cousin_."

"So?"

"So it's _incest!_ "

 _And there it is._

Lucy stared at her for a moment, trying to think of the best way to approach this. "Gwen, are you religious?"

Gwen furrowed her brow. She seemed confused, as if she thought that question seemed completely out of the blue. "What?" she asked. "Um, well, no, not particularly..."

"Then why do you care?"

"Lucy! It's, it's, it's not _just_ a religious thing. _Everyone_ says it's wrong."

"Everyone said Camille and Joel getting married was wrong," Lucy pointed out.

"No, don't you do that," Gwen said firmly. "This is _completely_ different and you know it."

"How so?"

"Because there's _actual reasons_ to say this is wrong."

"Like what?"

"Like, like, like it leads to birth defects." Gwen visibly cringed a little as she said that.

"So?" Lucy said. "That doesn't make it wrong, it just makes it risky to have kids. Besides, who said anything about having kids? Loving someone doesn't automatically lead to that. You're fourteen, were you planning on having kids anytime soon?"

"...Well, no. But…" Gwen looked extremely worried, but she had nothing else to say about it.

"You know, Darwin married his cousin," Lucy pointed out.

"Yeah, I know…" Gwen sighed. "But, but things were different back then. Marrying your cousins was okay."

"So what changed?" Lucy asked. "How did it suddenly go from okay to wrong?"

"It doesn't _matter!_ " Gwen insisted. "Look, even if it _was_ okay, Ben's _not_ just my cousin. He's practically my _brother._ "

"What's the difference?"

"There's a _big_ difference!"

"What is it?"

"It, it's, it…" Gwen stuttered, trailing off. She suddenly started pacing back and forth. "How, how, how could you even be okay with this? It's, it's crazy! I, I, I…"

 _This isn't good. I need to calm her down._

Lucy stepped up to Gwen and put a hand on her shoulder, stopping her from pacing. "Gwen, look," she said. "You and Ben are _perfect_ for each other. It's _so_ easy to see that. No matter how much you guys fight, you _always_ end up coming back to each other in the end. You _love_ each other."

"That's not _love_ love," Gwen argued. "That's just... _family_ love."

Lucy's expression changed almost imperceptibly as she tried to hide her immediate reaction to that statement. "Families don't _always_ come back together after a fight."

Gwen's eyes went wide. "...I'm sorry. I shouldn't have said that."

"It's okay," Lucy assured her.

 _I don't matter right now._

A silence followed. Gwen walked over to her bed and sat down on the end of it, hanging her head sadly. Lucy followed after a moment, sitting down next to her.

"So?" Lucy asked. "What do you want to do about Ben?"

"...I don't know," she admitted, starting to tear up. "I just don't know."

Lucy put her arm around her, guiding her into resting her head on her shoulder. She held her like that and comforted her as she began to cry softly.

* * *

Lucy figured Gwen wouldn't want to be left alone after that, so she offered to sleep over for the night. She also knew Gwen would have a hard time hiding how down she was from her parents, so she did most of the talking when they asked them if it was alright for her to stay over. She also got Gwen's parents to let them order pizza for dinner so they wouldn't have to sit down and eat with them. Most of the night was spent holed up in Gwen's room where they could be alone.

By the end of the night, Gwen was doing a little better. It was clear that the situation with Ben was still on her mind, but she wasn't crying anymore, and she managed to have some fun hanging out with Lucy.

The whole night, Lucy had remained comforting and optimistic, doing her best to stay positive and keep Gwen's spirits up. But when she went to bed later that night, the guilt hit her.

 _Did I make a mistake?_

She had tried for so long to get Ben and Gwen to realize their feelings for each other. To her, it was obvious how they felt about one another, and they were so perfect for each other. She thought it would be a happy occasion when she finally got Gwen to admit how she felt about Ben, and all that would be left would be to get Ben to admit how he felt about her in return, and then they'd live happily ever after. But that wasn't what was happening. Gwen was absolutely devastated, and Lucy felt responsible.

 _Maybe I pushed her too hard._

Lucy was scared. Not only had she already hurt Gwen, but she realized things could get even worse. If Gwen hadn't reacted the way she'd hoped, maybe Ben wouldn't either.

 _What if Gwen is right?_

Gwen seemed to think Ben would be disgusted with her if he found out how she felt about him. Lucy told herself that could never be the case. No matter how much they fought, Lucy knew they loved each other deep down, so Ben could never truly hate her. But she'd been wrong already. Maybe, in trying to get the two of them together, she'd actually end up destroying their relationship forever. The thought terrified her. She could handle failing to get them together, but hurting them like that was something she could never forgive herself for. Now, for the first time ever, she was having doubts about her plan.

 _Maybe I really should help Gwen get over him. Maybe I should just let Ben stay in denial. Maybe it really would be best if everything just went back to the way it was before._

These thoughts bombarded her mind for hours as she tried to get to sleep. In the end, she came to one conclusion: Everything from now on would be up to Gwen. She wasn't going to tell Gwen what to do, she wasn't going to use any tricks or secret plans to try to get them together, and she wasn't going to meddle any more than Gwen wanted her to.

 _This isn't about me. This is about them._

* * *

Gwen woke up way too early that morning. Looking out her window, she could see that it was still dark outside. She rolled over in her bed and tried to get back to sleep, but she couldn't. Getting to sleep in the first place had been difficult enough with her and Lucy's earlier conversation still fresh in her mind. Now that she was awake again, she was back to having it stuck in her head. The whole thing was way too confusing and scary. She wasn't used to having absolutely no clue how to handle a problem.

Without knowing why, Gwen got out of bed and left her room, making her way down the hall to the guest room. Lucy had stayed there back when she was living with her, and that's where she was sleeping now. Quietly, Gwen opened Lucy's door, stepped inside, and shut the door behind her.

Lucy's sleeping form was illuminated by the moonlight. Gwen stood by the door, staring at her. She still didn't know what she was doing there, but she wanted to be near Lucy. Talking to her today had been more helpful than it had seemed at first. Lucy didn't have any easy answers that could solve her problem immediately, but just having someone she could trust and talk to about this was certainly something. Talking with her today was the first time she hadn't felt completely alone in almost two months.

Silently, Gwen crept across the room and came around to the other side of the bed. Pulling up the covers, she lied down next to Lucy.

 _She won't mind. And I'll probably wake up before she does anyway._

Again, Gwen had no idea why she felt the need to sleep next to Lucy, but now that she was lying so close to her, she felt safe. Lying on her side facing the other girl, she whispered to her, even though she knew she wouldn't hear her. "Thank you..."

Before long, Gwen drifted back to sleep, her worries temporarily forgotten.

* * *

When day broke, Lucy opened her eyes. She was still tired, so she didn't move, but she felt something on her arm. Slowly, she turned her head to look. To her surprise, Gwen was lying next to her, clutching her arm as she slept.

It took Lucy a moment to process the situation. When she realized how close her face was to Gwen's, she blushed a little.

 _I really want to kiss her right now._

She turned her head away from Gwen and mentally scolded herself. The last thing she wanted to do right now was make things even more complicated for Gwen. Instead, she told herself to relax and just enjoy the moment. She found it was very relaxing to have Gwen so close to her. She looked so beautiful lying there with the morning light streaming in over her. Before too long, Gwen opened her eyes as well.

"...Morning, sleepyhead," Lucy said.

Gwen didn't respond for a moment. Then, as if just realizing where she was, her eyes opened wide in panic. "Oh god," she said, sitting up. "Sorry, sorry, I-" Trying to get out of bed, she stumbled and got caught on the blankets, falling to the floor.

Lucy laughed as she got out of bed.

Gwen stood up and continued with her apology. "I'm sorry. I don't know why, but I just wanted to, just, I don't know…"

"Gwen, it's fine. Really," Lucy said, walking around the bed to put her hands on Gwen's shoulders. "The whole point of me spending the night here was so you wouldn't have to be alone. I would've gladly shared a bed with you if I'd known you wanted to."

Lucy's gentle smile seemed to soothe her, but Gwen was clearly still embarrassed. She simply nodded her acceptance.

"...Here, sit down." Lucy led Gwen to the end of the bed and sat down with her. "How are you feeling?" she asked.

Gwen stared blankly in front of her. "Better," she said, unconvincingly. "I mean, a little."

"Did you come into my room last night because you were still worrying?" Lucy asked.

"Shh!" Gwen shushed her, glancing nervously at the door. Her parents were home now, so she was very afraid of them overhearing anything about this.

"Sorry," Lucy said, lowering her voice. "But were you?"

Gwen nodded. "Yeah. Yeah, I...I guess I was still a little freaked out."

"It's okay. I get it." Lucy reached over and rubbed Gwen's back. "We're gonna figure this thing out, okay? It's gonna be fine. I promise."

Gwen nodded again, turning to give Lucy a weak smile.

"Okay. Now, how 'bout some breakfast?" Lucy suggested.

The two of them went downstairs, but Gwen still looked troubled. They ended up having to eat with Gwen's parents, and Gwen became distant and untalkative in their presence. Luckily, Lucy was able to talk enough for the both of them, and she kept Gwen's parents too distracted to notice she was feeling down.

After breakfast, they went back upstairs to shower, and Gwen let Lucy go first. While she was in the shower, Lucy tried to think of what to do about Gwen. She had to do something to cheer her up, or at least get her to talk about her problem some more.

 _She's just confused. She'll feel a lot better once she knows what she wants to do._

After her shower, she went back to the guest room to get dressed, and she kept thinking about the situation while she waited for Gwen to finish her shower. Before long, there was a knock on the door. "Come in," Lucy said.

The door opened and Gwen stood in the entryway. She was dressed, but her hair was still wet from the shower. Lucy knew that Gwen's short hair was fairly easy to dry, so she guessed that Gwen had wanted to see her as soon as possible.

Stepping inside, Gwen quietly shut the door. She looked at Lucy, but she didn't say anything. Instead, she walked to the other side of the room, turned, and walked right back. She looked like she was continuously on the verge of saying something, but just couldn't quite do it.

Lucy let Gwen pace up and down the room once, then decided she should speak first. "Do you wanna talk about it?" she asked, knowing she didn't need to specify.

"Yes," Gwen said.

Lucy stood up and patted the bed, signaling for Gwen to have a seat. Gwen obliged, then Lucy walked over to the desk and grabbed the chair, pulling it over to the bed and sitting down across from her.

"Okay. What's on your mind?" Lucy asked.

Gwen fidgeted nervously, avoiding eye contact. "I...I've been avoiding Ben a lot lately," she admitted.

Lucy nodded. "I figured you'd been."

Gwen looked apologetic. "I didn't know what else to do. I thought that if I avoided him, I could just get over him. But it didn't work."

 _Duh. That never works._

"How long have you felt this way about him?" Lucy asked.

Gwen looked off to the side and narrowed her eyes, thinking about it. "I...I realized it after the dance," she said. "But...I think, maybe...I don't know. I think it might've started earlier than that, even." She looked back at Lucy, who was giving her her full attention. "I've always had...some kind of, like, strong feelings for him. I just always thought it was because we were cousins, or best friends, or superhero partners, or whatever. But, I guess maybe that changed at some point. It's kind of hard to tell when, exactly."

Lucy nodded. "I get it. It's not always easy to tell when these things start."

"...Yesterday, when I told you I liked him, you said you knew," Gwen said. "When did you figure it out?"

"The day I met you guys," Lucy said.

Gwen looked confused. "What?"

"At Camille and Joel's wedding," Lucy explained. "You looked _so_ jealous when _I_ was the one who got to dance with Ben, and I knew it couldn't have been just because I got to be the flower girl."

Gwen looked super embarrassed. "Maybe…" she said, as if she herself wasn't sure if she'd actually cared about being flower girl after all. "Wait. So, all this time, all those jokes you've made about me and Ben...Like, about us making a cute couple, or, like, that kind of stuff...You were serious? You weren't just messing with me?"

Lucy giggled. "Well, of _course_ I was messing with you! But that doesn't mean I wasn't also serious." Gwen looked like she was having a hard to processing this. "I knew this wasn't something that'd be easy for you to talk about. So, I thought, maybe if I joke around about it, maybe that'll make it a little easier for you." Lucy's expression became apologetic. "But I guess it didn't really work. So, I'm sorry."

"No, it's not your fault," Gwen assured her. "It was stupid of me not to realize what you were doing from the start. And, well, it did _sort of_ work. I mean, part of why I thought it would be okay to ask for your help with this was because you make those kinds of jokes."

"Really?" Lucy asked.

"Yes," Gwen said. "You...You've already helped me a lot."

Lucy smiled, which made Gwen smile a little too. "Well, I'm glad, then. But, what do you want to do from here?"

Gwen's smile faded. "I don't know."

"Do you want to keep avoiding him?"

" _No!_ " Gwen's expression was panicked for a second, then she looked nervously at the door, probably hoping her parents hadn't heard her shout. "Sorry, it's just...I hate it. I've been separated from him before, and for much longer than this, too. And, I just, I can't _stand_ it."

"Then maybe you should go see him," Lucy suggested. "I don't think he's busy today. Ask him if he wants to go to a movie or something."

"I want to, but…" Gwen looked at Lucy pleadingly. "Could you come with me?" she asked. "I don't know if I can handle being alone with him right now."

"Of course," Lucy agreed, nodding her head. "Whatever you need."

"...Thanks."

There was a brief pause. Lucy thought this was good progress, and considered just letting it be for now. But she needed to know what Gwen's ultimate goal was.

 _If I know more, I can help more._

"So, does this mean you've given up on trying to get over him?" Lucy asked. "Would you date him if you got the chance?"

Gwen looked calm on the surface, but Lucy could tell she was struggling to come up with an answer as she took very deep breaths. "I don't know," she said.

"That's okay," Lucy said. "No need to decide that right away. We've got all the time in the world. We can take it one step at a time."

Gwen nodded her understanding.

"We don't even have to see Ben today if you don't want to," Lucy continued. "We can put that off 'til tomorrow, or later. You and me can hang out again today, just the two of us."

Gwen sat silently for a moment. "No," she said. She had a determined look on her face all of a sudden. "I'm done hiding from him."

 _God she's hot._

Lucy smiled. " _There's_ my Gwen," she said, glad to see the other girl was finally getting a handle on the situation.

Gwen headed back to her room, and Lucy followed her. She grabbed her phone off of the desk and called Ben. Lucy waited silently behind her, ready to listen in on the conversation.

After a few rings, Ben picked up. "Gwen?" He sounded a little surprised.

"Hey, Doofus," she said. "Come over to my house." It wasn't a request or a suggestion. She'd said it more like a command.

 _So hot._

"Screw you. Come over to _my_ house," was Ben's immediate reply, totally unphased by Gwen's seemingly rude invitation.

"Screw _you_. Lucy's already here."

"Alright, fine, whatever. I can be over in a bit."

"Bring money. We're probably going out later."

"'Kay. Later, Dweeb."

"Later." Gwen hung up. She turned around to find Lucy staring at her, smiling. "Uh...Maybe I was a little harsh."

"No!" Lucy said. "That was _perfect!_ "

"...Really?"

"Yeah! That whole exchange was, like, you guys in a nutshell. I love it."

"Well, whatever." Gwen grabbed a towel out of her closet and started drying her hair with it.

Lucy watched her for a second. "Want me to go set up your Wii U?" Lucy asked.

"Sure," Gwen agreed. "It's in the basement. We can use the TV in the living room today."

"Alright." Lucy smiled to herself as she stepped out of the room.

 _I'm gonna make sure you have fun today. I promise._

* * *

Gwen played video games with Lucy while they waited for Ben to show up. She did her best not to be nervous, but she couldn't take her mind off of the situation. She hadn't made any plans about what to do when he arrived. She'd made that phone call to invite him over without really thinking.

 _It's like something Ben would have done._

As much as Gwen tried to hide how nervous she was, Lucy would still catch her staring off into space every now and then, deep in thought. Whenever she did, she'd put a hand on Gwen's shoulder and say something comforting.

Gwen smiled. Seeing Lucy act this serious was weird to her, but she was glad to have her by her side. That was one thing that would be different this time. The last few times she'd hung out with Ben, Lucy had been there too, but she hadn't known how Gwen was feeling. Now she did, so she could be with her every step of the way.

When the doorbell rang, Gwen froze.

"Do you want me to get it?" Lucy offered.

"No," Gwen said. "I got it." She stood up and headed for the front door. When she got there, she put her hand on the doorknob, took a deep breath, and opened it.

 _Thump._

She felt it as soon as she saw him, but she shook it off. "It's about time you showed up," she said.

"Yeah, yeah," Ben said, nonchalantly giving her a light punch on the shoulder as he stepped inside.

"Ben's here!" Lucy's cheery voice came from the other room. Before Ben had a chance to respond, she ran into the room and jumped on him.

Gwen watched while Lucy smiled and giggled as she hugged Ben. Despite how serious and comforting Lucy had been this morning and the day before, she was acting like her normal, cheery self now that Ben was there. Gwen was reminded just how good of an actor Lucy was. It was weird to think she would never truly know how Lucy was feeling unless Lucy wanted her to.

 _I guess that's just part of being a shapeshifter._

Once Ben freed himself from Lucy's hug, he looked into the living room and saw the TV on and controllers on the couch. "So, what game am I kicking your asses in today?" he asked.

Gwen scoffed. "Dream on."

Ben grabbed a controller and sat down on the far end of the couch. As Gwen and Lucy followed after him, Lucy grabbed Gwen's arm, giving her a serious look. She gestured to the two open spots on the couch, then tilted her head questioningly.

It took her a moment, but Gwen managed to decipher the looks Lucy was giving her. She was asking if Gwen would rather sit next to Ben or sit on the other end of the couch with Lucy in between them as a buffer. Gwen nodded her understanding, then put on a brave face and walked forward to sit down right next to Ben. Lucy sat down on the other side of her, smiling and giving her an encouraging pat on the shoulder.

Gwen and Lucy restarted their game and added Ben as a third player. For the next hour, they continued to play without any major incidents. Every now and then, Gwen would remember that this was the first time she'd purposely spent time with Ben in a long time. Being with him felt so natural that she kept forgetting how little she'd seen him recently. It was as if nothing had changed.

However, one thing had changed. Whenever she and Ben would accidentally bump into each other while moving around on the couch, Gwen would get embarrassed. Before, she might get annoyed and playfully shove him, or sometimes they could end up leaning against each other while they played without even realizing it. Gwen really wished they could do that now, but she was afraid to even touch him.

She suspected Lucy somehow knew exactly when she was thinking. Every time she pulled away after accidental contact with Ben, Lucy would find some excuse to touch her. A pat on the back, a playful shove, a celebratory hug. It was strangely comforting.

Soon enough, their last game came to a conclusion.

"No, no, no, no, _no!_ " Gwen shouted.

"Aaaaand, finish!" Ben stood, holding his arms up in a victory pose.

"No fair!" Gwen complained. "I was ahead the _whole_ race. I would've won if you hadn't thrown that goddamn blue shell."

"Actually, that was mine," Lucy said, raising her hand and giving Gwen a teasing smile.

"Don't be mad just 'cause I'm better than you," Ben said, joining in on Lucy's teasing.

"Ugh, you guys are the worst," Gwen said, waving her hand exasperatedly and putting her controller down.

"Alright, let's do something else," Ben said, putting his controller down as well. "This game, like, destroys friendships anyway."

"Food!" Lucy said, jumping to her feet.

"Oh yeah. Didn't you say we were going out today?" Ben asked.

"Yeah, we can go get lunch," Gwen said, taking out her phone and checking the time. "What are you in the mood for?"

"Pizza?" Ben suggested.

Gwen shook her head. "Just had some last night."

"Burger Shack?" was his next suggestion.

"Sounds good," Gwen agreed.

Gwen and Lucy went upstairs to grab their coats before they left.

Upstairs, Lucy leaned in close to Gwen. "How are you holding up?" she asked quietly.

Gwen looked around nervously, then spoke softly. "I'm fine."

"You sure?"

"Yeah, I'm sure. This has been fun so far. _Much_ better than not seeing him at all."

Lucy smiled. "Great!"

Gwen nodded, smiling as well. Together, they went back downstairs.

 _I can handle this._

* * *

 **Author's note:**

If you think _way_ back to December of Year 2, you'll remember there was that time Ben told Gwen "We're cousins, not friends." It was understandable for that to have upset her, but the way she'd responded may have seemed like an overreaction. Well, maybe now it makes a little more sense, because that wasn't the first time she'd heard it. Also, bet you weren't expecting to hear a genuine defense of incest today, but there you go. It had to come up sooner or later. And once again, Lucy was the real MVP this chapter.

My responses to your comments can be found here: gojaimas dot tumblr dot com/post/173680092936/chapter-36-comments


	37. June, Year 0

**June, Year 0**

"Hmm. Well, if I move this here, and this here…" Gwen muttered to herself.

"What're you working on, sweetheart?" Frank asked, looking over his daughter's shoulder as she worked on her laptop.

"Planning out the rest of my summer," Gwen said. On her laptop screen was a large, color-coded calendar labeled 'Vacation Schedule.' She'd already filled in most of it weeks ago, but with less than two weeks before school let out, she still had a few gaps left to squeeze activities into.

Frank laughed. "That's my girl. Always so organized, just like her mother."

Gwen smiled proudly, then put her hand to her chin, thinking.

 _What else can I do this summer?_

A thought occurred to her. "Hey Dad, can I visit Grandpa sometime this summer?"

"Your grandpa? Hmm, well, I don't think that'll be very easy," Frank answered.

"What? Why?" Gwen turned around in her chair to face her father.

"Because he'll be on the road all summer, traveling the country and going camping with your cousin."

Gwen felt her heart sink. "Oh. Okay," she said, trying not to sound too disappointed as she turned back to her computer.

"Well, goodnight, sweetheart. Don't stay up too late," Frank said, leaving the room.

"Okay, Dad." She heard the door shut behind her. Taking her hands off the keyboard, she let out a sigh.

 _Ben gets to go on a summer road trip with Grandpa?_

Gwen stared at her schedule. It wasn't her first time making one of these. She'd planned out her last summer ahead of time, too. The summer before that had become incredibly boring very quickly because she always felt like she had nothing to do, which was why she now tried to plan enough activities to keep her busy every day of the week. It had sort of worked before, but last summer still hadn't felt quite right. When she was younger, summers were _way_ more fun, but things were different now.

 _I don't spend summer with Ben anymore._

They used to go to each other's houses a lot during the summer when they were both out of school. Gwen didn't know what happened, but all they ever did anymore was fight.

 _Has it really been more than two years since that started?_

She'd tried to rectify it in the past, but it had never worked. Ben hated her, and every time she tried to talk to him, he just made her mad. _So_ mad.

 _But what if I went on that trip with him?_

They hadn't spent more than a day with each other in a long time. Maybe the reason they couldn't make up was because they'd just never given it enough time. But then again, maybe it would only make things worse.

Gwen struggled with these thoughts for a while. She almost gave up on the idea, but then she took another look at her computer screen and saw the ridiculously crammed vacation schedule she was planning just to stave off boredom.

 _I need to try._

* * *

The next day, Gwen wanted to ask her father if she could join Ben and Max on their summer trip. As she searched for him, she walked into the kitchen and found her mother making dinner.

"Hey, Mom. Is Dad going to be home soon?" she asked.

Natalie shook her head, not looking up as she chopped vegetables. "He won't be home for dinner. He's going to be working late tonight."

"Oh…" Gwen was disappointed. She wanted to get this over with as soon as possible. School break was almost here, and she didn't want to wait until it was too late.

Natalie looked up and saw the dejected look on her young daughter's face. "What's the matter, Gwen?"

"Nothing," Gwen said. "I just wanted to ask him about something."

"And what is that?"

Gwen watched her mother continue preparing their dinner. It was hard to tell how much she cared what Gwen's answer would be, but she figured she wouldn't have asked if she didn't care at all. "It's about Ben and Grandpa's camping trip."

Her mother didn't respond immediately, but she looked a little bothered by her mentioning them. "Why do you want to know about that?"

"Well, I…" Gwen considered saying it was nothing so she could avoid having to talk about it, but something compelled her to get it off of her chest. "I was wondering if I could maybe...go with them."

Natalie took another moment before replying. Gwen could tell she was choosing her words carefully. "It was my understanding that you and your cousin haven't been getting along very well lately."

Gwen looked away in shame. She couldn't deny that. "Well, yeah, but…"

Her mother looked at her, waiting for her to finish her sentence. When she didn't, Natalie spoke. "Would you really be able to spend all summer with Ben?"

Gwen really wished she'd just waited and asked her father about this later. Her mother was _much_ harder to read. She could be concerned, or she could be judging her for something.

"I...I wanna _try_ ," Gwen said.

Natalie stared her down. Gwen was ready for her to say 'no' and then go into a lecture about how she couldn't ask for such things at the last minute like this. But to her surprise, her mother didn't refuse her request. "Okay," she said simply, turning back to her cooking.

Gwen blinked. "What?"

"If you want to go on their trip with them, I'll call your grandfather tomorrow and ask him if it's alright."

Gwen was stunned. "O-Okay. Thank you, Mom."

Natalie nodded. Gwen didn't want to push her luck, so she quickly left the room.

* * *

The next day, Gwen was quite anxious. She knew her grandfather was a kind and generous man who would love to have her join him on his trip, but perhaps she had asked too late and he would have no choice but to refuse.

"Gwen? Could you come in here for a minute?" Gwen heard her mother's voice coming from the other room.

"Okay, Mom!" Gwen called back.

When she got there, her mother was on the phone. "It's your grandfather," she said, handing the phone to Gwen and stepping out of the room.

"Oh," Gwen said, watching her mother walk away. "...Grandpa?" she said into the phone.

"Well hey, Gwen! How are you?" Max said.

Gwen smiled. "Hey! I'm great. How are you?"

"I'm doing just fine, thanks. Hey, listen, I was just talking with your mother, and she had a great suggestion. You know the road trip I'm taking your cousin on this summer?"

Gwen's heart was beating fast. "Yeah?"

"Well, your mother thinks going camping for the summer would be a good experience for you, and she's asked me to bring you along. So, what do you think? You up for it?"

Gwen was confused.

 _Mom said it was her idea?_

"Uh…" Gwen couldn't answer. She was too busy trying to figure out why her mother would do that.

"Now, I know you've probably got all sorts of plans for your summer break already, and I know you might think spending all summer with Ben might get on your nerves after a while, so there's no need to feel pressured to-"

"No!" Gwen interrupted him. "I mean, yes! Yes, I'll come." She hoped the eagerness in her voice wasn't too obvious.

"Fantastic!" Max seemed pleased. He gave her some details about what the living situation in the Rust Bucket would be like and told her what to pack. He also told her when he'd come by to pick her up after her last day of school.

"Sound good?" Max asked as a final clarification.

"Yeah, that sounds great!" Gwen replied genuinely.

"Alright then. I look forward to seeing you, sweetheart."

"You too, Grandpa. I love you."

They said their goodbyes and hung up. Gwen was so excited she jumped into the air, silently celebrating. But something was still confusing to her.

 _Why did Mom tell Grandpa it was her idea?_

Did her mother know she was embarrassed about it? Was she trying to help her save face? Gwen wasn't sure if her mother had even paid enough attention to notice how strongly she felt about this, or if she cared enough to lie about it on her behalf. It didn't make any sense to her.

Gwen left the room to go find her mother. She found her in the living room, reading a book. When Natalie noticed her, she looked up. "Well?"

"It's all set," Gwen said, stepping closer and handing the phone back to her. "He told me he'd pick me up after school on the last day."

Natalie nodded. "Okay. I'll call the computer camp tomorrow and tell them you won't be coming next month."

Gwen's eyes opened wide in panic. She'd completely forgotten about that. And she was sure her parents had spent good money on it already, too. "..Oh, right. Sorry, I-"

"It's alright," her mother interrupted her. "I'll be able to get a refund for most of it."

Gwen was amazed.

 _When has Mom ever been this cool about anything before?_

This was the kind of spoiling she'd come to expect from her father, but not from her mother.

"Oh. That's good," Gwen commented, not knowing what else to say.

Natalie nodded.

Gwen stood there for a moment. She thought about walking away and just letting a good thing be, but her mother was being so understanding and generous right now. She had to say something. "And, uh, Mom?"

"Yes?"

Gwen hesitated for a second, then lurched forward and threw her arms around her mother. "Thank you so much," she said, finding it hard to express just how grateful she was. Tilting her head up, she saw her mother looking down at her. She wore a tender smile that Gwen was not used to seeing on her, and she returned Gwen's hug by lovingly stroking the hair on the back of her head.

"I know you can't say why, but I know this is important to you," Natalie said to her daughter. "So don't worry about it. Spend the summer with your grandpa, honey. It'll be an adventure. And, along the way...you might even patch things up with Ben."

Gwen couldn't hide her surprise, and her mother actually laughed at the look on her face.

 _Since when does Mom laugh?_

At that moment, Gwen realized something surprising. Her mother definitely understood her _way_ better than she gave her credit for.

 _Thanks, Mom._

* * *

On the first day of summer, Gwen stood on the curb outside of her school, waiting for her grandfather. She'd left most of the stuff she was bringing at home with her parents when she said goodbye to them that morning. Max told her he'd swing by her house to pick it up on his way to get her. Everything was set, so now she waited there, nervously adjusting the straps of her backpack.

 _Was this a bad idea?_

She could still hardly believe she'd decided to do this. All the work she'd put into that schedule, and she'd just thrown it away on a whim.

 _So not me._

And worse still, she hadn't come up with anything to say to Ben. They still hated each other. How long would it take to fix that? Could it be fixed in the three months they'd be on this trip? Could it be fixed at all?

Gwen put on a smile when her grandfather's RV pulled up to the side of the curb. Max rolled down the window and waved to her. "Hi there, Gwen!"

"Hi, Grandpa!"

"Hop on in. We still have to pick up your cousin next."

Gwen opened the door and climbed inside, taking the brief moment she was obscured from her grandfather's view to rub her head with a nervous expression. In just a few minutes, she'd be face to face with Ben. The rest of the summer could be decided by that one crucial moment.

After coming up to the front to give her grandfather a hug, Gwen took a seat at the table. For the next ten minutes, she sat there patiently, waiting.

Eventually, the Rust Bucket came to a stop. "Come on, Ben! Let's go!" she heard her grandfather shout, looking out the passenger side window. "We're burnin' daylight. I wanna make it to the campsite by nightfall."

"Uh, _Grandpa!_ " Ben's voice sounded far away, but Gwen could hear him shouting back. "A little _help here!_ "

"Ooh, boy," Max said. "Looks like Ben's got himself caught in a tree."

"Really?!" Gwen shouted, smiling excitedly. She stood up and moved closer to the window to look outside. Sure enough, Ben and some other kid were both up in a tree, hanging by their underwear. She laughed as she watched Max head outside to help them down.

Once Ben was free from his precarious position, Max led him into the Rust Bucket. Gwen sat back down and moved away from the window. She decided that laughing at Ben for what she'd just seen would be a poor way to start their summer together, so she was just going to pretend she hadn't seen anything. Casually crossing her legs, she rested the side of her face in her hand, propping it up with her elbow on the table while she waited for Ben to come inside. She kept her face as blank as she could in an effort to conceal how nervous she was.

Footsteps coming up the stairs let Gwen know the moment was here.

 _This is it._

"I've _so_ been looking forward to this," Ben said excitedly as he rounded the corner. He was now just a few feet away from her. She sat there staring at him, waiting to see his reaction. Out of the corner of his eye, he spotted her. His eyes went wide in surprise, then quickly shifted to a glare as he turned to look at her. "What are... _you_ doing here? What is _she_ doing here?" He turned back to their grandfather, pointing at her accusingly.

"Take it easy, _Dweeb_. This wasn't _my_ idea." Gwen couldn't help herself. Hearing him talk that way about her, as if she didn't belong anywhere near him, it pissed her off. And, predictably, she'd immediately denied wanting to be anywhere near him either. " _Somebody_ convinced my _mom_ that going camping for the summer would be a 'good experience for me.'" She decided to use her mother's lie to avoid letting Ben and her grandfather know it was really her idea, then she crossed her arms defiantly and sulked back into the couch. To Ben, it probably looked like she was just mad that he was there now, but that wasn't what was going through her head.

 _Five seconds in, and I already blew it._

She could've tried to be nice. She could've just said 'hello' to him instead of responding to his hostility with some of her own. But, for some reason, she just couldn't bring herself to do it. Maybe because it was too embarrassing, or maybe because it wasn't in her nature to let an insult go. But either way, as far as she was concerned, she was off to a bad start.

"Grandpa, _please_. Tell me you didn't!" Ben glanced over at Gwen. She glared at him.

"I thought it would be fun if your cousin came along with us this summer," Max explained. "Is...that a problem?" he asked, taking on a slightly more stern expression.

Ben and Gwen glanced uncertainly at each other, but said nothing. Their grandfather got back in the driver's seat, ready to get going. Ben sat down across from Gwen at the table, lying down across the couch and crossing his arms.

"Ugh, I can't _believe_ it. I wait all school year to go on this trip, and now the queen of _cooties_ is along for the ride," he spat out bitterly, glaring at Gwen.

"Hey!" Gwen spat back, returning his glare. "I had my own vacation already all planned out too, you know." Reaching into her backpack under the table, she pulled out her vacation schedule and held it up to show it to him. "Each activity is color-coded so I never did the same thing two days in a row," she explained proudly, thrusting it towards Ben. He looked less impressed and more amazed by her nerdiness. "Now, I'm stuck with my geekazoid cousin going camping for three months."

They glared at each other once more.

"Geek."

"Jerk."

"Something tells me it's gonna be a loooong summer," Max remarked from the front seat.

Ben and Gwen turned away from each other defiantly. They sat at the table in silence until they arrived at their first campsite.

* * *

"Chow time!" Max said, placing a bowl of wriggling white worms on the picnic table in front of Ben and Gwen.

The two of them stared at the bowl nervously. "O-kay. I give up. What _is_ that?" Ben asked, disgusted.

"Marinated mealworms," Max declared proudly. "Hard to find them fresh in the States. You know, they're considered a delicacy in some countries."

"And totally _gross_ in others?" Gwen quipped, flinching in disgust as one of the mealworms fell out of the bowl and began crawling across the table.

"If these don't sound good, I've got some smoked sheep's tongue in the fridge," Max offered.

"Ugh...Couldn't we just have a burger or something?" Ben asked, smiling hopefully up at Max. Gwen mimicked his expression, hoping their puppy dog eyes would convince their grandfather to give them whatever they wanted.

"Nonsense," Max said shaking his head. "This summer's gonna be an adventure for your taste buds! I'll grab the tongue." He turned and headed back into the Rust Bucket.

As soon as Max was out of sight, Ben slid over next to Gwen and leaned in closely. Her body stiffened and she looked at him nervously, but she tried to act cool.

"Okay, I got a half-eaten bag of corn chips and a candy bar in my backpack. What do you got?" Ben asked.

Gwen was confused. After doing nothing but fighting and giving each other the cold shoulder all day, suddenly Ben was talking to her as if they were partners in crime.

 _What's he up to?_

If he was trying to get along with her, Gwen couldn't pass up this chance.

"Some rice cakes and hard candy," she responded.

"Think we can make 'em last the whole summer?"

In unison, they groaned and looked sadly at the bowl of mealworms in front of them.

Even though she seemed sad on the surface, Gwen felt happy. This certainly wasn't much, but it was a start. They were on the same page about something. They had talked to each other without fighting, even if it had been just three or four sentences. She was becoming more optimistic about the situation already.

 _Maybe some good can come out of this summer after all._

* * *

Gwen knew going into it that she had no idea what would happen that summer. Maybe she and Ben would patch things up, maybe things would just get worse, maybe nothing would change at all. She'd considered lots of possibilities. But Ben finding a watch that allowed him to transform into alien superheroes was _not_ one of them.

At first, she was so mad, she had a hard time hiding it. This wasn't how it was supposed to be. All she had wanted was for her and Ben to spend the summer together like they used to. Something easy. Something simple. A chance to reconnect with her cousin. She didn't sign up to get attacked by alien robots. And the way Ben looked at that watch, that super cool, high-tech gadget that let him be the hero he'd always wanted to be...With that thing around, what chance did she have? He'd barely notice she was even there.

But things that first night hadn't actually turned out that bad, as far as Gwen was concerned. In fact, she'd already considered almost everything negative that came with the Omnitrix to be worth it just to hear Ben say that one sentence after she saved him from that robot.

"Never thought I'd say this, but am I glad to see you!"

 _Wow._

Then, when Ben saved her from that falling tree, which would become the first of many times he would save her that summer...she wasn't sure what exactly she'd felt at that moment, but it gave her hope that maybe Ben really cared for her deep down after all.

The next morning, Ben showed off XLR8, the alien that would become his favorite. He ran around at super speed, cleaning up the campsite and loading everything back into the Rust Bucket before changing back into himself. "I think this is gonna be the best. Summer. _Ever_ ," he declared.

"Absolutely," Max agreed.

A lot of thoughts went through Gwen's head. Things were already not going according to plan, not even in the slightest. But there was progress. The watch might cause them some serious problems, but she saw potential for it to do some good. Not only from them using it to help people, but also from it bringing her and Ben closer together. Already, it had caused them to help each other in ways most people would never even get to experience. Maybe it wouldn't be so bad after all.

"It's definitely going to be interesting."

* * *

 **Author's note:**

Just a mini chapter today because this flashback was a little too long to include with a real month. Now, I know you've all been enjoying the fast upload schedule lately, but I'm afraid there's gonna be a big delay before I post the next chapter. March, Year 4 is so long that I'm gonna have to split it into three chapters, and a lot of important stuff happens, so I really need to take my time with it and make sure it all fits together nicely.

I was expecting some sort of backlash from last chapter, and I got some, just not in the ways I expected. I'll try to address some of your concerns below.

Comments:

Pr0dz: "Did Ben's voice change to his teen self yet?"

Yep. You should imagine him speaking with his Yuri Lowenthal voice rather than his Tara Strong voice.

csgt: "Oh, you named Nathan after a person who was particularly bad at talking to girls, then if you want to continue the trend, you can name your next OC after me"

Don't give me any ideas, man.

csgt: "Interesting to see a little bit of Lucy's feelings for Gwen in this chapter - funny that Gwen probably doesn't realize that Lucy flirting with her before was also a 'I'm messing with you, but I'm also serious at the same time' scenario."

Yeah, Gwen still only vaguely recognizes that Lucy is into girls too since she hasn't really seen her act on it yet at this point. She doesn't have much of a reason to suspect Lucy's compliments and flirtatious behavior towards her are anything but her being friendly and joking around.

religion: "The prohibited relations (incest) according to the Bible are: [long list goes here] NOPE, 'one's cousin' is NOT on the list! It's definitely not a religious thing."

I'll admit it's been a while since I've reviewed my Old Testament, but I believe Leviticus has a line before it starts listing off specific family members where it says something about forbidding relations between all those who share blood. It's possible to interpret the list of relations that follows to simply be a noncomprehensive list of examples, and cousins would still count as "sharing blood" and thus forbidden as well even though it's not explicitly stated. But it doesn't matter either way because, as Gwen said, she isn't religious.

B: "This is one of the better Bwen fanfics I've read. I love how long and interconnected it is. It's plain to see the development over time with almost every part of the story. However, the one exception is Gwen's rejection of her magic. Early in the story, her magic is an important part of her character, and she clearly relishes its use. She's passionate about learning about it and it forms another aspect of her goals for personal development along with her studies and martial arts. She uses it frequently for basic utility, for fighting crime, and as a means of expressing herself, such as when she made the magic locket with the protection spell. Then, out of nowhere, she suddenly decides she doesn't want to end up like Gwendolyn and seemingly abandons magic?"

It's true that Gwen loved magic when she initially gained her powers. She was particularly excited because she could use it to protect Ben the same way he used the Omnitrix to protect her, making them even. She also quite enjoyed studying it and learning more about its history as an academic pursuit. And yes, Gwen looked up to her future self and wanted to be like her at one point in time. The problem is, she will always associate magic with the "hero-ing and alien/crime fighting" part of her life. After she and Ben suffered a few more near-death experiences and she grew up enough to realize just how messed up it was for children to be doing things like that, she didn't want anything to do with that part of her life anymore. There's nothing about magic that caused her to dislike it, she just can't use it without being reminded of what she fears. Magic isn't bad, risking their lives is. Being like Gwendolyn wouldn't be bad on its own, but it would mean she and Ben were still fighting crime twenty years from now. She doesn't want that anymore. Also, I haven't really touched on this in the story yet, but don't you think she'd feel bad using her gift around Ben after he just lost his? I apologize if I did not explain all of this explicitly enough for you, but your claim that Gwen abandoned magic and decided she didn't want to be like Gwendolyn "out of nowhere" is just not true.

B: "Also, Ben without the Omnitrix is kind of pathetic, and it's hard not getting depressed reading about him depowered and unable to reconcile his new limitations."

That's the point. Something bad happened to him. You're not supposed to be happy reading about it. Not all of life's problems can be solved within six months.

Guest: "This story is overrated"

Yeah.

EternalWisdom: "It's actually very inspiring to see how far this story has come. Gives me some ideas for my own works, actually."

I'll say. I started writing this probably about three years ago at this point. It's come a long way from my initial outline. And I'm glad to hear my work is inspiring your own!

Car-54: "One thing was disturbing though; Seeing Gwen so offended at being 'accused' of having religious beliefs."

What? Lucy wasn't "accusing" her of anything, and Gwen wasn't offended. She just didn't know what that had to do with anything since Lucy didn't offer any context when she asked that question. Personally I've pictured Frank and Gordon as the only religious ones in the family, but Gwen doesn't think any less of them for it.


	38. March, Year 4 (Part 1)

**March, Year 4 (Part 1)**

"Hey, Ben."

"Hmm?" Turning his head to the side, Ben stopped walking and saw Julie coming towards him, hands casually in the pockets of her pink hoodie. "Hey, Julie," he greeted her.

"Off to lunch?" she asked.

"Yeah."

"Cool, me too."

Side by side, the two of them walked to the cafeteria and got in line for lunch.

"I'm playing tennis with the girls after school today," Julie said. "Wanna come?"

"Nah, I got plans with the other girls."

Julie smirked. "Popular guy, aren'tcha?"

"Heh. Damn right," Ben said with mock smugness. "But I was actually talking about my cousins."

"Yeah, I figured."

After getting their food, they carried their trays to an open table and sat down across from each other. "So, how's tennis going?" Ben asked, wondering if Julie and her friends were playing for practice or just for fun.

"Not bad," she replied. "I got a few matches coming up. Nothing major, though."

Their casual conversation went on for a few minutes before one of Julie's friends showed up.

"Hey, Ally," Julie greeted her.

The other girl looked toward the door, then back at them with a somewhat serious look on her face. "Were you guys near the gym today?" she asked.

"No," Julie said.

"Me neither," Ben said. "Why?"

"There were a couple cop cars and an ambulance parked outside the gym earlier."

"What? What happened?" Ben asked.

"I don't know. I think they're gone now though."

"Oh…" Ben looked down and gripped his left wrist where the Omnitrix used to be. If he'd still had it, maybe he would've been more alert. He definitely would've wanted to help if something bad had happened at his own school.

Ally put her backpack down by the seat next to Julie. "I'm gonna go get lunch."

"Something wrong?" Julie asked.

"No," Ben said, quickly taking his hand off of his wrist. The skin discoloration was still there, but it was very slight. No one would notice it unless they saw it up close or knew where to look.

Julie glanced behind her back before continuing. "Does it hurt?"

 _Don't ask._

"Sometimes," he said, lifting his hand up. He opened and closed it several times. All his fingers moved now, but the grip strength of his left hand was much weaker than his right. "Not usually, though. I just can't hold onto things too tightly, that's all."

Ben didn't want pity. If he were an athlete, or even just a lefty, maybe this would've been a big deal. But the worst Ben had to deal with on a regular basis was having slight difficulty holding a controller evenly. It came up now and then with other things, and it pissed him off whenever it did, but he preferred not to think about it. All that really bothered him was the loss of the Omnitrix.

From the look Julie was giving him, Ben wondered if she suspected his injury meant more to him than he was letting on. She probably thought the event was more traumatizing than he was willing to admit, or maybe the watch held tremendous sentimental value to him for some reason. Luckily, she seemed to think asking any more than that would be prying too much.

"Alright." Julie nodded. "Well...let me know if you ever need help with anything." She said it casually, but the look on her face made it clear she meant more than just what she'd said.

"...Thanks."

Ben still felt bad about having to keep the secret of the Omnitrix from her, but he knew it was for the best. It wasn't like she would believe him now that he couldn't show it to her anyway. And even though he didn't want pity, it still felt good to know that she cared about him.

 _I wonder what it would be like if we were still dating._

* * *

After school, Lucy invited Ben to come hang out at her house. Gwen was at her karate class, so the two of them were watching TV to kill time before going to meet up with her afterwards.

"Damn, she's hot," Lucy commented, watching as one of the girls in the show did a backflip, landing in front of a vampire and stabbing it in the heart with a wooden stake.

"Yeah, she is," Ben agreed, also watching intently.

Lucy smiled and gave him a curious side glance. It wasn't often that she heard Ben admit whether or not he found someone attractive. Admittedly, that was probably because she teased him about it all the time, but she also noticed he never did it in front of Gwen. Without her there, that must've been enough to make him comfortable with it.

"What d'you like about her?" Lucy asked.

"You kidding? She's so _badass_." As he answered, the girl on screen did a spinning kick and simultaneously threw a stake at another vampire, hitting both of them at once.

"Heh, that's funny. I figured you'd have said it's 'cause she's got a _nice_ ass."

Ben laughed. "Well, okay," he said noncommittally.

" _Hmmm?_ " Lucy leaned in close to him, smirking deviously. "I didn't hear a 'No.'"

Ben shook his head. "Lucy, come on, now."

"What? There's nothing wrong with admitting it."

"I know, it's just...that's not the sorta thing I'm used to talkin' about."

Lucy raised an eyebrow. "You _really_ need more guy friends."

"Why would I need guy friends when I got you?"

Lucy was taken aback for a moment.

 _That was...oddly sweet somehow._

They resumed watching the show for a while, and it eventually came to a scene where three of the main girls were on screen at once. "Alright, so be honest: Which one's the hottest?" Lucy asked, deciding she might have an opportunity to assess Ben's taste in girls.

"Hmm...probably the witch," he said, pointing to the redhead standing on the far right of the screen.

Lucy stared at him for a second.

 _Figures he'd go for the nerdy redheaded one. It's like he doesn't even know he has a type!_

A wicked smile crept across her face as she got an idea. "You sure about that?" she asked.

"Huh?"

Lucy turned in her seat and slid across the couch, lifting herself onto Ben's lap, facing him as she straddled him.

"Hey, what're you-"

"You sure you wouldn't prefer the hot blonde? The one who's not as much of a prude?" she said teasingly, draping her arms over Ben's shoulders and leaning in closer.

Ben chuckled. "Well, I can't say I wouldn't enjoy that option too," he said with a wry smile.

Lucy raised an eyebrow. It seemed she'd caught him in the mood to flirt back a little this time. "Mmm, I'm glad to hear it," she said breathily. Sliding her hands down his body, she grabbed his hands and began to pull this arms toward her, intending to place his hands on her waist. However, in doing so, she caused Ben to glance at his watch.

"Oh, wait. We gotta go meet Gwen," he said, pulling his hands free of hers.

 _Aw, come on..._

Lucy forced a giggle. "Okay," she said, sliding off of Ben's lap. "Guess we'll come back to this later." Grabbing the remote, she turned off the TV as she stood up. She tried not to feel too rejected as the two of them grabbed their shoes and headed out the door.

"So, what do you wanna do once we get Gwen?" Lucy asked as they walked. "Hang out, dinner and a movie, maybe a romantic walk on the beach?" She shot Ben a smirk, but he didn't seem to have heard her. He looked like he was spacing out.

 _Hmm. I wonder what's on his mind._

"Yo, Ben," Lucy said, jabbing him in the side with her hand. "What's goin' on up there?" she asked, reaching up to tap him on the head.

Ben flinched, then turned his attention to her. "...Lucy, can I have some girl advice?"

Lucy smiled excitedly. "Sure! Ask me anything."

He hesitated. "Do you, um...Do you think Julie would ever date me again?"

Lucy's heart sank, but she figured that had been more likely than what she'd been thinking.

"I mean, I know you don't know her, but I think I've told you about her and how she broke up with me," Ben went on.

"Yeah, I know about Julie," Lucy confirmed.

"Right. So, we're kinda back to being friends now, like we were before we started dating. So, I thought, maybe I could ask her out again sometime."

Lucy found herself in a bind. She didn't want Ben to date Julie, or anybody who wasn't Gwen. Or herself. But she also didn't want to do anything to sabotage his love life. She knew she could just say she'd prefer to stay out of it, but that didn't feel right either. She wanted to help him if she could.

 _There's gotta be a right way to do this._

"Well, is anything different now than it was before?" Lucy asked.

"What do you mean?"

"There was a reason you two didn't work out, wasn't there?"

Ben looked at the ground as he walked. He seemed a little ashamed. "She didn't like that I put Gwen before her..."

Lucy took a moment to consider how to continue. "If you dated her again, would that be any different?" Lucy braced herself. She was afraid he'd say 'Yes.'

"...No," Ben said. "I guess not."

Lucy smiled.

 _At least he realizes how important Gwen is to him._

Putting his hand to his head, Ben sighed. "Gah, why can't I just make them both happy?" he complained.

 _Typical hero. Always trying to save everyone._

After taking a moment to bask in her admiration for him, Lucy continued. "It's okay," she told him. "One of these days, you'll find someone you can date while making Gwen happy at the same time."

"I hope so," Ben said wistfully.

 _Me too._

Lucy just smiled knowingly to herself, afraid she would say something too telling if she made another comment.

When they got to the building where Gwen took her karate classes, they waited for her in the parking lot.

"Oh, and, uh, by the way?" Ben said to Julie while they waited. "Don't tell Gwen about anything we talked about today."

"What, about the hot girls in that Vampire Slayer show?" Lucy asked, grinning playfully.

"Not _that_ ," Ben said. "Well, yeah, that too. But also the stuff about Julie."

"No prob, Bob." Lucy said, putting her thumb and forefinger together and making a gesture as if she were zipping her lips. "Anything you tell me stays between us. I mean it."

 _Anything._

Ben nodded.

"Ooh, look! There's Gwen!" Lucy pointed towards the entrance of the building. "Hi, Gwen! It's us! Over here!"

Gwen was carrying her backpack out the door. She looked over at them when she heard Lucy's voice, then held up her hands, signalling for Lucy to quit shouting.

"Hey, guys," Gwen greeted them when she got close.

"Hey!" Lucy said. "How was karate? Can I get your backpack for you?"

"Pretty good. And no," Gwen said, taking off her backpack. "Doofus can, though." She tossed her backpack at Ben like she was passing a basketball.

Ben caught it. "Yeah, nice try," he said, tossing it back at her.

Gwen smirked. "Worth a shot."

"So, Mr. Smoothy?" Ben suggested, as it was their usual after-karate hangout.

"Sounds good," Gwen agreed, putting her bag back on.

"Great!" Lucy agreed as well, skipping along to lead the way.

When they got to Mr. Smoothy, they ordered their drinks and took a seat at a table. Like she'd been doing a lot recently, Lucy waited and sat down last so she could let Gwen choose where to sit in relation to Ben. She chose to sit next to him, so Lucy took a seat on the other side of the table. Gwen gave her a grateful smile, which she silently acknowledged with a smile of her own.

While they waited for their drinks, they chatted and fiddled with their phones.

"By the way, Gwen. If you're already a black belt, what are you still taking classes for?" Ben asked. "Shouldn't _you_ be teaching _them_?"

"There are different ranks of black belt," Gwen explained. "Plus, it's still pretty good exercise."

"Different ranks, huh?" Ben asked. "So, what, pretty soon you'll be a _super_ black belt?"

Gwen chuckled. "No, no, I'll just get stripes on my black belt after taking more of the same kinds of tests. Although, I think next year they'll let me help teach classes for the younger kids."

Lucy gasped. "You mean like little tiny kids in little karate outfits jumping around trying to punch and kick stuff?"

"Uh, yeah, I think the youngest age group is like six to eight year olds," Gwen confirmed.

Lucy squealed in excitement. "That's so _cute!_ You _have_ to let me come see sometime."

An employee from the counter called their order number.

"I got it," Ben said, getting up from the table.

Gwen's eyes followed him as he walked away. She watched him almost dreamily now that he wasn't looking at her.

Lucy smiled and let her be for a moment, then she spoke quietly. "Hey," she said, getting Gwen's attention.

Gwen snapped out of her daze. She looked embarrassed. "Crud. I shouldn't stare."

"Don't worry about it, he didn't notice," Lucy assured her.

Gwen glanced nervously over her shoulder. "Can I talk to you later?" she asked quietly, turning back to Lucy.

"Sure, of course."

"Here you go, ladies," Ben said, placing the smoothies down on the table.

"Aw, such a gentleman!" Lucy said, giving Ben a wry smile.

"Pfft, screw that," Ben said, sitting back down next to Gwen.

"Yeah, you must be thinking of someone else," Gwen said.

Lucy giggled.

 _It's so cute when they agree like that._

Ben took a sip of his smoothie and looked surprised. "Whoa," he said before going back for a much bigger gulp.

Gwen looked at him curiously, putting her smoothie down. "How's yours?"

Ben took his straw out of his mouth. "This is _really_ good."

"What flavor is it?"

"Blueberry mango."

"What? That sounds awful."

"No, it's actually really good."

"Let me try it, then," Gwen said, reaching for Ben's cup.

"Yeah, nope. Get your own," Ben said with a smug look on his face, sliding his cup along the table away from her.

"Oh, come on, Doofus. Just one sip," Gwen insisted.

As the two of them fought, Lucy contentedly slurped her smoothie, eyes darting back and forth between them like she was watching a tennis match.

 _This is the best thing ever._

"Alright, fine. Here." Ben eventually gave in and placed his smoothie on the table between them.

Gwen took her straw out of her cup and put it in Ben's. She leaned in and began to sip from it. On the other side, Ben leaned in and did the same with his straw.

Lucy perked up at the scene before her. Thinking quickly, she pulled out her phone and snapped a picture of them. " _Aww_ ," she said to herself, looking at how the picture came out.

Gwen glanced over at her and noticed what Lucy was doing. She leaned back and started to say something, but she started coughing.

"Geez, that bad?" Ben said, pulling his cup away from her. "Well, I like it."

"No, it's fine," Gwen said, taking her hand off of her mouth as her coughing stopped. "Just...went down the wrong pipe." She reached over and grabbed her straw out of Ben's cup, returning it to her own. Subtly, she gave Lucy an unamused look, letting her know she wasn't happy about that picture.

Lucy smiled apologetically, putting her phone away.

Later, after they'd all finished their drinks, the three of them walked back outside.

"So, what do we wanna do next?" Ben asked.

Gwen and Lucy glanced at each other. "Uh, I actually really need to work on a project tonight," Gwen said. "So I think I'll head home."

"And I'm helping her with it, so I'm going with her," Lucy joined in.

"Ah, darn. Okay. Well, want me to walk you guys home?" Ben offered.

"No, we're good," Gwen said, shaking her head along with Lucy. "Thanks, though."

"Alright. Well, night, Dweeb. Night, Lucy." Ben split off from them and set off towards his own house.

Gwen and Lucy walked together without saying much at first. Once they felt they were a safe enough distance from Ben, Lucy spoke up. "So, what did you wanna talk to me about?"

"...Well first of all, delete that freaking picture."

"Oh, come _on!_ " Lucy moaned. She took out her phone and brought up the picture of Ben and Gwen sharing a smoothie. "I wasn't gonna show it to anyone. I just thought it was really cute."

Gwen leaned over so she could see the picture, then took a moment to study Lucy's reaction to it. "...You really don't think there's anything weird about it? Like, if I were with Ben? Like _that?_ " she asked in a quiet voice.

"Not at all," Lucy assured her, shaking her head. "You can fall in love with anyone you want."

Gwen seemed a little embarrassed about being told she was in love, but she sighed relentingly. "Alright. You can keep the picture."

"Yay! Thanks, Gwen!" She cheered, fist pumping as she put her phone back into her pocket. "So what else did you wanna talk about?"

Gwen stared at the ground as she walked. "I want to try hanging out with Ben again. Like, just me and him."

Lucy nodded. Ever since Gwen had told her how she felt about Ben, she'd been spending a lot of time with him again. However, she would always ask Lucy to come along as well since she was still too uncomfortable to be alone with him.

"That's good," Lucy said, patting Gwen on the back reassuringly.

"But not like a date!" Gwen quickly clarified.

"I know, I know," Lucy said. "But still, it's good. I'm glad to hear you're starting to feel comfortable around him again."

Gwen nodded.

"...Does this mean you're, you know, over him?" Lucy asked.

Gwen shook her head. "No. Not at all. But I want things to go back to normal. Or at least as normal as I can get it." Lucy nodded understandingly, encouraging Gwen to go on. "I...I still don't know if I could... _date_ him, but...I haven't really thought that much about it. I don't think he'd ever want to anyway."

Lucy wanted to say something. She knew Ben was thinking about dating again, and if he wasn't going to get back together with Julie, he'd find someone else eventually. If Gwen wanted to date him, she needed to figure that out sooner rather than later if she wanted a chance. The thought of Gwen having to watch Ben date another girl was something Lucy couldn't stand.

 _But I can't say anything._

This wasn't something that was safe to rush, and she'd already promised herself she would only try to support Gwen, not direct her.

"Okay. That's good. Don't stress too much about it. Just get together with Ben sometime and try to have fun like you always do," Lucy said.

Gwen nodded, still clearly very troubled and deep in thought. However, when she turned and gave Lucy a grateful smile, she got the feeling things might just work out after all.

 _I have a good feeling about this._

* * *

Ben yawned, stretching his arms as he leaned back on the couch. It was the weekend, and he'd spent all day lazing around the house. He had homework to do, but he didn't want to do it. However, he realized he'd have to do it on Sunday if he didn't do it today, and he was already running out of ways to procrastinate. So, after watching one more episode of a show he didn't even really like, he finally gave in and headed upstairs.

Just as he was sitting down to do some work, his phone vibrated.

 _Phew._

Relieved to have another distraction, he took his phone out of his pocket. It was Gwen.

"Hey, Dweeb," he answered.

"Um, hey, Ben," came Gwen's voice. "Uh, do you wanna maybe go bowling tonight?"

Ben thought she sounded strange. Usually her requests to hang out were more like demands. She seemed much less sure of herself than she usually did. "Bowling?" Ben asked.

"Yeah. There's a new bowling alley that opened up near the arcade a couple weeks ago. Lucy told me about it," Gwen explained. "So, um, do you wanna go?" she asked again.

"Uh, sure. Alright," Ben agreed. "Did Lucy wanna come too?"

"I already asked her and she said she was busy."

"Okay. Well, when did you wanna go?" Ben asked. "If you wanna go soon, I can get a ride from my mom."

"Yeah, I was gonna get a ride too. You wanna meet there in, like, half an hour? And they have food and stuff too if you haven't had dinner yet."

"Okay, cool. I'll see you in a bit then."

"Great!" Gwen's voice wavered a bit, and she coughed to clear her throat. "See you then." She hung up.

Ben held his phone away from him and stared at it questioningly.

 _Okay. Gwen's acting a little weird._

He thought about it for another minute. It occurred to him that this was another situation that would probably look like a date to anyone who didn't know them. A teenage boy and a teenage girl going out for a fun couple's activity?

 _It does seem like the kind of thing I used to do with Julie…_

Ben immediately regretted that thought. Without meaning to, he suddenly pictured himself and Gwen on all sorts of dates he'd been on with Julie. Dinners, movies, the boardwalk, the arcade, the park, places all over town. And worse still, he realized he'd taken Gwen to all of those places too.

 _It's like we're…_

Ben rubbed his face with his hands exasperatedly, wishing he didn't have such embarrassing thoughts about Gwen. He knew people must make that mistake about them all the time. He didn't exactly dislike being mistaken for her boyfriend, especially since, according to Lucy, she was pretty popular with guys. Probably because she was smart, and strong, and pretty, and…

 _She's your cousin, man._

Ben sighed. Gwen had a lot of good qualities, many of which he could admire. But given their relationship, some of those qualities were kind of...off-limits. And they could be tough to ignore sometimes, especially with people like Lucy reminding him of them.

 _Just forget about it._

Ben did his best to shrug it off. After grabbing his wallet and his phone, he went downstairs to ask his mother if she would give him a ride to the bowling alley.

About half an hour later, Ben arrived with an extra bit of allowance from his mother. He found Gwen outside the building's entrance, pacing back and forth. He'd seen her like this several times before, usually when she had a big test the next day. It looked liked she was going over mountains of information inside her head to make sure she'd get everything right. She was so absorbed in whatever she was thinking about that she didn't even notice Ben when he walked right up to her.

"Uh, Gwen?" he asked, reaching out to tap her on the shoulder.

"Ah!" Gwen jumped back in surprise. "Oh, it's you," she said, standing up straight and composing herself. "Sorry, I was thinking about something."

Ben raised an eyebrow. "What's going on?"

Gwen reached out with one arm, holding her hand in front of Ben's face.

"What are you- Ow."

Gwen lightly smacked his forehead with her fingertips before pulling her hand away. "None of your business," she said nonchalantly.

Ben held his hands out incredulously.

 _Seriously?_

"Come on, Doofus. Let's go inside already," Gwen said, turning to walk towards the entrance.

There were a lot of other people inside the bowling alley, mostly families and groups of friends. However, Ben and Gwen didn't recognize anyone, even the other teenagers who looked closest to them in age. Despite how many people were there, a couple of lanes were still open, and Ben and Gwen were able to rent one for a while. After paying the fee, they took the shoes they were given and went to sit down at the booth in front of their lane.

"Ugh, why do they always make you wear these weird shoes?" Ben complained, struggling to tie the strangely-colored bowling shoes he'd borrowed.

"I know, right?" Gwen agreed, also trying to put hers on. It had been a while since the two of them had gone bowling, but the shoes were something they'd both always found annoying.

Afterwards, they entered their names into the console that would be keeping score, and they were ready to begin.

"So, you ready to get destroyed?" Ben asked, picking up a bowling ball.

"You always say that, but I'm still waiting for it to happen," Gwen said. They smiled at each other, that old competitive look returning to their eyes.

Ben stepped up to the line and made an attempt to roll the bowling ball the way he'd been taught when he was younger. It made it almost to the pins before it fell into the left gutter.

"Ah, dammit," he complained, going to pick up another one from the ball return.

"Nice gutterball," Gwen commented.

"Shut it, Dweeb." Ben stepped up again and rolled the second ball. This time, it made it all the way to the end and knocked over a single pin.

"Am I getting destroyed yet?" Gwen asked.

"Alright, let's see you do it," Ben said, sitting down at the booth.

"My pleasure," Gwen said, standing up and walking over to grab a bowling ball. She fumbled with it as she picked it up, as if she'd underestimated how heavy it would be.

"Heavier than it looks, huh?" Ben smirked.

Gwen ignored him. She stood behind the line and gave it a try. Her first ball did the exact same thing Ben's did, rolling almost to the end before falling off into the gutter on the left.

"Not so easy, is it?" Ben enjoyed seeing her fail after she'd taunted him about his own failure at the exact same thing.

"Just you watch," Gwen said. "I'll be getting strike after strike by the end of this." Taking her second ball, she tried again. This time, she knocked down three pins. "And, boom! Gwen takes an early lead!" she cheered, pumping her fist. She walked back over to Ben and stood in front of him, arms crossed and smiling smugly. "Your turn."

Ben stared at her for a second, then started laughing. "Man, we suck at this."

Gwen joined in, laughing as well. "Yeah, we do."

They continued taking turns for a while. They got better the more they played, to the point where they could bowl spares now and then. Ben even got a strike at one point, which made him feel rather superior.

At one point, Ben was feeling a bit cocky when his next turn came up. As he was bragging to Gwen, he picked up a bowling ball and tried to hold it up with just his left hand. All of a sudden, he stopped talking mid-sentence as his arm began to shake under the weight of the ball. He panicked, trying to reach for it with his right hand, but he dropped it. The heavy ball hit the ground with a loud bang, but luckily he managed to jump back so it wouldn't land on his foot.

"Shit," Ben muttered, looking around. He was embarrassed, and he hoped not many people had seen that. Then his eyes fell on Gwen. He was expecting her to be smirking and preparing to trash talk him for his poor display, but she wasn't. She was staring at him, switching her gaze between his arm and his face, concerned rather than amused.

 _My left arm._

Ben realized what she must've been thinking. "Heh, oops," he said, trying to laugh it off.

"Ben…" Gwen said quietly.

"Relax. Won't happen again," he attempted to assure her, picking the ball back up. He went back to bowling and filled his next frame like nothing out of the ordinary had happened, trying his best not to make Gwen worry.

 _I'm fine._

Gwen didn't say anything about the incident afterwards, but she became noticeably more reserved. They continued to be competitive for the remainder of the night, but Gwen's playful insults stopped almost completely.

Once their game was finished, Gwen called her father and asked if he could give her a ride home. Frank accepted, offering Ben a ride as well, so the two of them went outside to wait on a bench near the bowling alley.

"Well, guess we can put another win for me up on the scoreboard," Ben said, leaning back and stretching.

"BS," Gwen said. "I scored _way_ more consistently than you. Half your shots were gutter balls."

"And the other half were amazing." Ben smiled smugly, waiting for Gwen's clever response. When she didn't say anything, he looked to his left and found her staring at his arm.

 _Goddammit._

"It's fine," he said, covering his left arm with his right hand.

Gwen placed her hands on his arm and looked him in the eyes. "Ben. Let me see it."

"I told you, it's-"

"Ben."

Gwen ordering him around was nothing new. He'd been through it enough times to know when she wasn't about to back down on something. But there was something different about the way she held his gaze this time. She wasn't glaring, she didn't look angry, all of the resolve was still there, but something else was there too. He just couldn't tell what it was.

Sighing, Ben moved his right hand away, relenting to her demands. Gwen pulled his left arm over and held it in front of her, examining it. Without a word, she undid the strap of his watch and took it off of him, putting it down on the bench. Then she placed her fingertips on his wrist and slowly slid them across the slightly discolored area.

"It looks a lot better," she said softly.

"It _is_ a lot better," Ben insisted.

Gwen sat there silently for a moment, still staring at his arm. "I'm sorry," she whispered.

"It wasn't your fault," Ben said. "None of it was."

Gwen turned to look him in the eyes again. "Do you miss it?"

Ben knew she meant the Omnitrix, or being a hero, or both.

 _Of course I do._

He was about to say so, but a wave of nostalgia hit him all of a sudden. He thought back to the day he found it. How amazed he was. How much fun he had changing into all those different aliens. All the good he managed to do. How important it made him feel. Before he knew it, his eyes were watering. An intense wave of emotion he didn't even know he'd been holding back threatened to overtake him.

"Yes," Ben said, choking back a sob. "I miss it."

He felt Gwen take his hand in hers, holding it tightly. With her other arm, she reached over and put a hand on his back, rubbing it gently.

Ben covered his eyes with his free hand, unable to stop himself from quietly sobbing. This was too sudden. It had all caught him completely off guard. He didn't like crying in front of anyone, especially Gwen.

"Sorry, sorry…" he said, trying to calm himself down.

"It's okay," Gwen said gently. "It's okay..."

When he finally stopped weeping, Ben hunched over on the bench. His face had redness around his eyes, and he stared at the ground solemnly.

Gwen took her hand off of his back, but continued to hold his hand. "I'm sorry," she apologized yet again.

"...I never blamed you," Ben told her. "For the Omnitrix. It wasn't your fault. It was all Vilgax." He took a deep breath, and unconsciously gripped Gwen's hand tightly. "I miss the Omnitrix. I miss having a fully-functioning left hand. But if I had to choose again...I'd still give them both up for you every time."

"Ben…"

He turned his head. The look in Gwen's eyes told him she had a lot to say to him. He wondered if what he'd said had been a little too much, or maybe he'd screwed up and made her feel even more guilty. However, he didn't get a chance to hear whatever it was she had to say, because he recognized her father's car driving up to them from behind her.

 _Shit._

Ben quickly pulled his hand away from hers, semi-consciously realizing he didn't want anyone to walk in on this scene.

"What-?" Gwen turned around. She seemed to have the same idea, because she stood up quickly and nervously began fixing her clothes. She didn't say anything else, but she and Ben looked at each other again, having one last silent conversation before the car pulled up beside them. Ben could tell she still wanted to tell him something, but instead, she sighed to herself and opened the car door.

"Hi, Dad," Gwen greeted her father.

"Hey, Uncle Frank," Ben said, sliding into the backseat with her after she moved over.

"Hi, kids," Frank greeted them both. They started driving back to Ben's house, and Gwen's father began asking them about their night.

While they were talking, Ben heard Gwen's phone vibrate. He watched her pull it out of her pocket and read a text. She smiled slightly.

"Who's that?" Ben asked curiously.

Gwen flinched. "Just Lucy," she said, typing out her response.

"Oh yeah? What's she want?"

Gwen smiled, but she looked strangely bashful. "Nothing."

Ben knit his brow.

 _What are they up to…?_

* * *

 **Author's note:**

Hello everyone, I'm happy to say I've finished my first pass of all the material I have for March, Year 4. I actually ended up splitting it into four chapters instead of three as I'd initially planned. The fourth chapter is very short, but I felt the last scene of Part 3 was a much better act break, and I didn't feel like taking extra time to extend Part 4 just to match the length of the other chapters. I should be posting the other parts every day or two until I have all four up. Sorry for the long break in updates, I shouldn't have to do that again until we get to the very last few chapters, although that will actually be rather soon now.

For those of you who missed my comment responses, you can find them here: gojaimas dot tumblr dot com/post/173869953941/more-comments

And I've also answered some more recent ones here: gojaimas dot tumblr dot com/post/174054337421/chapter-38-comments


	39. March, Year 4 (Part 2)

**March, Year 4 (Part 2)**

"Hm hmhm hmmm, hm hmhm hmmm…"

Lucy sat at her kitchen table, eating a sandwich while doing some homework. She had her headphones in, and she was humming along to the song she was listening to, bobbing her head contentedly.

After Gwen had gotten home from her not-date with Ben the night before, Lucy had texted back and forth with her a bit, and Gwen had told her all about her night. As far as Lucy could tell, everything had gone great, and she was still in a good mood from the news. It sounded like they'd even had a nice little bonding moment just before Gwen's dad picked them up. Gwen hadn't seemed willing to give her all the details about that part, but Lucy could tell it had had an effect on her. So, not only had they had a good time hanging out as best friends once again, but the night's events had also likely pushed Gwen a little closer to her decision to date Ben. Lucy giggled to herself at the thought, unable to hold in her excitement.

 _I'm so friggin' happy for them!_

"Hey, kid."

Lucy looked up to see Joel walking into the room. "Hey, Joel," she said, plucking out her headphones and giving him a happy smile.

Joel seemed amused by the look of excitement on the girl's face. "Well, looks like somebody just got some good news?" he speculated.

"Yuh-huh!" Lucy confirmed, nodding vigorously.

"What was it?" Joel asked, walking across the kitchen to start making his own lunch.

"I'll never tell," Lucy said, giggling deviously.

Joel laughed. "Come on, now. Don't leave me in the dark. Got a new boyfriend? Girlfriend?"

"Nuh-uh," Lucy said, shaking her head.

"Still? You used to get a new one every other week! Don't tell me you're slowin' down on me," he said, giving Lucy the same cheeky grin she was giving him.

"Well, you don't know what I get up to in my free time."

"Not sure I _want_ to," he said, tousling her hair as he walked past her to take a seat at the table.

The two of them chatted for a couple minutes while they ate, but they were interrupted when Lucy's phone began to vibrate. She picked it up and looked at the screen. Ben was calling her.

"Phone call, gotta go, love you!" Lucy said quickly, hopping out of her chair. She gave Joel a kiss on the cheek before cramming the rest of her sandwich into her mouth and running out of the room.

When she got upstairs, Lucy opened up her phone and answered it.

"Mhhmmh?"

"Finish chewing your food, Lucy," Ben's voice came through the phone.

"Mmhmhh...Ahh! Good stuff. So, what's up, Ben?"

"Hi, Lucy. Listen, uh, can I have some more girl advice?"

 _Is it happening?!_

Lucy felt a spark of excitement. Maybe something about last night had made Ben consider his feelings for Gwen as well. "Sure! Ask away, loverboy."

"Well, uh, do you think it would be okay for me to ask out one of Julie's friends? Or is that uncool?"

 _Oh, COME ON!_

When Lucy didn't answer immediately, Ben explained further. "I mean, at this point, I think I know them pretty well, and they like me, so I was thinking about asking out her friend Christina."

 _Alright, here we go..._

"Well, do you think Julie would be okay with that?" Lucy asked.

"Um, I don't really know. But, like, she's the one who broke up with me, so it's not like she'd be jealous of Christina or anything, right?"

"Well, she may not be _jealous_ exactly, but you don't think that might be kinda uncomfortable for her? Or maybe Christina might feel bad about it?"

"Hmm...I guess…"

"I'm not saying you _can't_ ," Lucy clarified. "But maybe you should ask Julie first. And then, even if she says yes, still keep that in mind. She might _say_ she's okay with it because she thinks it's the right thing to do, but that wouldn't necessarily mean she _is_ okay with it, know what I mean?"

"...Yeah, I guess you're right. This seems _way_ too complicated. I'll think about it, but I think maybe I'll just drop the whole thing."

"Okay," Lucy said. "Sorry. I know that probably wasn't the answer you wanted to hear."

"No, it's cool," Ben said. "Thanks for the help."

"No problem, Cuz. And good luck. Keep an eye out. There's lots of other girls out there."

"...Hey, Lucy, are there two secret words that are all I need to know?" Ben asked.

Lucy knit her brow in confusion. "What?"

"What you just said reminded me of something. Are there two secret words?"

Lucy giggled, getting the general idea of what was going on here. "Yeah, totally. But I'm not allowed to tell you."

Ben chuckled. "Okay, nevermind. Anyway, thanks again. See ya."

"Bye!" Lucy said cheerfully. After he hung up, she sighed and buried her face in her hands.

 _This isn't good._

Ben was still looking for a new girlfriend. And sooner or later, he was gonna find one. If Gwen kept being indecisive like this, she was going to miss her chance.

 _I really, really don't want to rush her, but she's running out of time._

Lucy paced back and forth in her room, just as she'd often seen Gwen do. This was a difficult decision to make. She'd already interfered so much, and it hadn't always gone the way she wanted. Warning Gwen that Ben might start dating someone else soon might end up putting unnecessary pressure on her, and that could ruin everything. But, on the other hand, doing nothing could mean Gwen missing her chance, and then she'd be miserable for who knows how long.

 _It's okay. There's a right way to do this. There's gotta be._

Lucy picked up her phone again and called Gwen. It rang a few times before she answered.

"Hey, Lucy," Gwen greeted her, sounding more upbeat than usual.

"Hey, Gwen!" Lucy decided not to get down to business right away. "You wanna hang out today?"

"Uh, I'm not sure if I can. I've still got a lot of homework to do, so I don't think my mom will let me stay out late tonight."

"Please? Just for a bit? We don't even have to go out anywhere. I just wanna see you. And I kinda got something I need to talk to you about."

"What is it?" Gwen asked.

"It's about Ben."

"...Well, alright. Hang on. I'm gonna ask my mom."

Lucy was relieved. She didn't want to have a conversation about this over the phone. In person, she'd be able to comfort Gwen much more easily if necessary. Luckily, it seemed Gwen also preferred to discuss it in person.

"She said yes, but you can't stay after dinner," Gwen said after a bit. "So, come over whenever."

"Great!" Lucy said. "See ya soon."

"See ya."

Lucy went back downstairs. Joel was still in the kitchen, finishing up his lunch.

"Hey Joel, can I get a ride to Gwen's?" Lucy asked, putting her hands together pleadingly and smiling at him hopefully. She lived close enough to walk to Gwen's house, but she wanted to get there as soon as possible.

"To Gwen's? Weren't you in the middle of somethin' here?" Joel asked, pointing to the books Lucy had left out on the table.

"I'll finish it tonight. Promise."

Joel hesitated for a moment, then he shrugged. "Alright, then."

"Yippee!" Lucy cheered. She charged at Joel and threw herself into a hug. "You're the best!"

Joel laughed and hugged her back. "By the way, if the homework you were doing is from a class you have with Gwen, maybe you should bring it with you," he suggested.

"Good idea," Lucy agreed. She and Gwen were both pretty capable of figuring this stuff out on their own, but if Gwen's mom was so insistent she get it done, they'd be able to get it done quicker between the two of them.

A few minutes later, Lucy said goodbye to Joel as he dropped her off at Gwen's house. Holding onto the straps of her backpack, she skipped down the walkway and up the steps to Gwen's front door. "Ding dong!" she said out loud as she pressed the button for the doorbell. The door opened after a moment. "Hiya, Gwen!" Lucy said cheerfully, going in for a hug. "How's my first and third favorite redhead?"

"Hi, Lucy. I'm on the list twice?" Gwen returned the hug, seeming confused by Lucy's ramblings.

"Oh, no. You're on there _way_ more than just twice!" Lucy giggled, giving Gwen a kiss on the cheek.

"Okay, okay." Gwen laughed nervously, lightly pushing Lucy off of her. She looked around to make sure her parents weren't nearby. "So, you wanna come up to my room?"

"Ohh, Gwen! So _bold._ " Lucy smirked, shooting Gwen some bedroom eyes.

"To _talk_ , you perv."

"Can't do both?"

"Get out."

"Alright, alright, I'll stop." Lucy gave one last giggle, then followed Gwen up to her room. Once there, she took off her backpack while Gwen closed the door behind them. "Joel said I should bring my homework in case we wanted to help each other with it," Lucy said, explaining why she had her backpack with her. "Plus I know your mom was being stingy about it, so."

Gwen nodded, grabbing her desk chair and turning it around to sit down in it. She didn't seem to be paying much attention to what Lucy was saying. Lucy noticed she had a worried expression on her face, which she figured was probably because she knew what she was going to ask about.

Following Gwen's lead, Lucy sat down on the edge of the bed, facing her. "Okay," she said, deciding to get started. "Well, first of all, how was last night?" They'd already texted back and forth about it a bit, but Lucy wanted to hear more about it in person too.

Gwen smiled. "It was nice. It really felt like Ben and I were just hanging out like we used to."

"And was that... _all_ it felt like?" Lucy asked.

Gwen hesitated for a second, then nervously scratched the side of her head and looked away as she answered. "I don't know...We talked a little about something that...It kind of reminded me why I like him so much in the first place," she admitted.

 _That's a good sign._

"So have you given it any more thought? You know, like, whether or not you wanna try dating him?"

"Lucy…" Gwen started to speak, then took a moment to gather her thoughts. "Look, it's not that I don't _want_ to, it's just...it's _so_ risky. Like, this whole thing, it's _so_ weird. And I can't risk freaking Ben out, okay? Not after we've come this far. I really…" Gwen took a deep breath and shuddered a little. "I don't want to lose him again," she said, her voice so quiet it was nearly a whisper.

"So...does that mean you'll never try?"

"Maybe not _never_ ," Gwen said. "Maybe if he showed some interest in me like that. But right now, he doesn't seem like he thinks of me that way. Like, at all."

Lucy knew that couldn't be true, but she couldn't think of a reason that would be convincing enough. "Gwen...Look, I _totally_ get where you're coming from, I do. But...I'm just worried that you might miss your chance and end up regretting it," Lucy said. Gwen looked at her questioningly. "Ben's been asking me for girl advice recently," Lucy admitted, hoping Ben wouldn't be mad if he ever found out about this. Gwen opened her eyes a little wider, looking worried. "First he was thinking about trying to get back together with Julie, and then he was thinking about getting together with one of her friends, and now I don't know _who_ he's after. But the point is, he's looking for someone. And if you don't take a shot at him soon, well, you might miss your chance. At least for a while."

 _Please let this be the right way to do this._

Lucy was instantly worried about rushing her, but this felt like the right thing to do.

Gwen put her hand to her head, rubbing her temple as she thought about this news. Her foot tapped rapidly. Looking a little panicked, she stood up and started pacing.

"Do you think you can deal with Ben dating someone else? Can you wait until they break up before deciding to go for him yourself?" Lucy asked, fully aware that she was pushing pretty hard at this point.

"I...I...I don't know," Gwen stumbled out an answer, still pacing around her room.

"Were you okay with Ben dating Julie?"

" _NO!_ "

Lucy flinched in surprise. Gwen had abruptly stopped pacing, turning to face her, and she'd shouted her answer rather loudly.

"I hated it! I _hated_ it!" Gwen yelled.

"Shh! _Shh!_ " Lucy signalled for Gwen to lower her voice, glancing nervously at the door.

" _I'm_ supposed to be the most important girl in his life!" Gwen's face distorted into a miserable expression and she collapsed to her knees.

Lucy stood up and ran across the room, crouching down in front of her. She put her hands on Gwen's shoulders, ready to comfort her again.

"But I _know_ that's selfish," Gwen said quietly. "It's obsessive, and clingy, and self-centered, and I have _no_ right to tell him who he can and can't date. I need to let him do what makes him happy."

"You're already the most important girl in his life," Lucy assured her. "You don't need to date him to know that."

"But I want _him_ to know it," Gwen said. "I want to hear him say it."

"Have you ever told him exactly how much he means to you?"

"I...I guess not, no…" Gwen said, looking ashamed.

"It's a difficult thing to do." Lucy looked at Gwen very seriously. "Believe me, I know."

Gwen remained quiet for a moment. Her breathing was heavy, but Lucy could tell she was just working up the courage to say what she wanted to say.

"Look, you want Ben to be with someone who makes him happy, right?" Lucy asked. "Well, that can be you, Gwen! You already make him happier than anyone. You just need to tell him. Tell him how you feel."

"I want to tell him," she said. "I _need_ to tell him."

Lucy felt herself being filled with hope. "You mean you're gonna…"

"Yes," Gwen said, standing up with a look of determination on her face. "I'm going to do it. I'm going to ask Ben out."

Lucy stood up with her. Slowly, her smile got wider and wider. She took a deep breath, then hugged Gwen and pressed her face into her chest to muffle her excited squealing. When she looked back up, there were tears in her eyes.

"Hey, what are _you_ crying for?" Gwen asked, confused.

"I'm just so _happyyy-hee-hee-hee_!" Lucy began to giggle with excitement again.

Gwen smiled, but after a moment, she put her hand to her head. "Oh, boy," she said, stumbling over to her bed and sitting down on the edge of it.

"What? What is it? You okay, Gwen?" Lucy asked, following her.

"Yeah, yeah, I'm fine," Gwen said. "Just...kinda light headed. I know I just said I'd do it, but, like, what that means is kinda hitting me now."

"No need to be scared," Lucy assured her. "I'll have your back every step of the way."

* * *

Even though Gwen wanted to get this over with as soon as possible, it still took her a couple days to get the timing just right. When she was ready, she sent a simple text to Ben to get everything started.

"Meet me in the woods where we used to spar."

"Why?" was Ben's response.

"Just do it."

"Fine."

Gwen understood his confusion. It was the middle of the night, on a school night no less, and Gwen wasn't usually the one to initiate any of their 'sneaking out at night' activities. In fact, neither of them had done anything like that recently. It was more common back when Ben still had the Omnitrix and he wanted to do a little late night crime fighting. They hadn't been to that little clearing in the woods where they used to spar since he lost the Omnitrix either.

When she sent that text, Gwen and Lucy were already there, hiding in the trees off to the side of the clearing. Gwen was breathing heavily and her heart was beating like crazy when she put her phone away.

"Oh my god, oh my god, I can't believe I'm doing this," Gwen said out loud, staring out into the clearing as she had another mild freakout.

Lucy placed a hand on Gwen's shoulder. "Just try to relax. Everything's gonna be alright. I'll be right here waiting for you the whole time. I promise."

Gwen brought her arm across her chest to grip Lucy's hand. She turned to her and gave her a grateful smile. "Thanks, Lucy. I don't think I'd be able to do this without you."

Lucy beamed with pride. "Don't mention it, Cuz," she said. "Here, why don't we sit for a bit? It might be a while before Ben gets here."

Gwen nodded weakly, and together they sat down with their backs against a tree. It wasn't long before Gwen was worriedly staring off into the distance again, so Lucy put her arm around her and pulled her in, guiding her to lean her head on her shoulder.

"You can do this. I know you can," Lucy whispered softly into Gwen's ear.

Gwen lied there silently.

 _I can do this. I can do this._

She felt Lucy gently stroking her hair. "When he gets here, do you want me to watch? Or should I just hide and wait for you to come get me if you need me?" Lucy asked.

"...You can watch," Gwen said after a moment's hesitation. "If it goes badly, I don't want to have to explain what happened. Plus, I know you want to watch anyway."

Lucy giggled. "Yep. I'm nosy like that."

They both lied there in silence for a couple minutes before Gwen spoke again.

"...Do you really think he'll say yes?" Gwen asked quietly.

"Yes, I do," Lucy answered without hesitation.

Gwen sighed. "I wish I could be as certain as you are."

"He loves you, Gwen. And even if he won't date you, he'll still love you. Trust me."

Gwen didn't say anything else. She wanted so badly to believe everything Lucy was telling her, but she just couldn't help fearing the worst.

"He's here," Lucy said.

Gwen sat upright and turned around. Sure enough, there he was.

"You remember what you're going to say?" Lucy asked.

"You act like I haven't already rehearsed it in front of the mirror fifty times," Gwen said.

"Sounds like you." Lucy stood up and helped Gwen to her feet. "Good luck. And remember, I'll be right here the whole time."

Gwen nodded. "Thank you, Lucy. For everything." Without thinking, she did what Lucy had often done to her, leaning forward to give her a kiss on the cheek.

Lucy was uncharacteristically speechless, but she gave Gwen an encouraging smile as her hand moved to feel her cheek where she'd kissed her.

Gwen took another deep breath, then slowly walked out into the clearing. Ben was standing in the middle of the grass, checking his phone and looking around. It was dark out, but it was still light enough to see. When he spotted her, he waved at her and put his phone away. They walked towards each other until they were only a few feet apart.

"Hey, Dweeb. So, uh, what're we doing out here?" Ben asked. "We can't exactly spar like we used to."

Gwen stood across from him, holding his gaze determinedly. She tried to hide how nervous she was by keeping her face as blank as possible, but she could feel her hands trembling.

"Gwen?" Ben asked after a few seconds of her staring at him.

"Ben...Sit with me for a moment." Gwen turned to the side and sat down on the grass, looking up at him and patting the ground next to her.

Ben knit his brow, clearly unsure what to expect. "Um...okay." Nevertheless, he sat down next to her, leaning back casually and propping himself up with his arms behind him.

Gwen pulled her knees in and wrapped her arms around them, unconsciously curling up in a defensive position. She'd come this far, but she hadn't really started yet, and the anticipation was getting to her. Leaning her head back and looking up into the night sky, she tried to calm herself down a bit more before she started talking again.

"You didn't drag me all the way out here just to go stargazing, didya?" Ben asked.

"No, Doofus." Gwen put her head back down and stared at the ground in front of her.

"Then what _are_ we doing out here?"

Gwen hesitated for a few seconds more, then finally began. "Do you remember that time, back when we were little, when we were playing in the street and I fell and scraped my knee?"

Ben looked at her, but she couldn't bring herself to meet his gaze at the moment. "What?" he asked.

"You saw the blood, and you got scared because you thought that meant I was gonna die. So you picked me up and ran, carrying me all the way home, saying over and over how you were gonna save me."

Ben scratched his chin, probably a little embarrassed by the mention of a childhood memory. "I...I think I _kinda_ remember something like that. I don't really remember stuff from when we were really young that well."

"And do you remember when my cat died?" Gwen continued, ignoring Ben's response. "I cried like a baby, so you tried to cheer me up, saying you'd do whatever it took to make things better."

"Heh, really?" Ben chuckled. "Sounds like something I would've said."

"And then...When you got the Omnitrix, after playing with it for a little, one of the very first things you used it for was saving me. You saved me over and over again that summer, and every summer after that," Gwen went on.

Ben smiled smugly. "Well, what can I say? That's just what we heroes do."

"Try to have a little modesty, Doofus."

"Okay, geez."

There was a moment of silence. Ben still didn't seem to have any idea what they were doing there. Keeping her breathing calm, Gwen mentally prepared herself for the rest of what she had to say.

"You saved me, too," Ben said. "Probably more than I saved you."

"...We've fluctuated a lot," Gwen said.

"What?"

"I wish I could say we've always been together, but we haven't. There've been so many times when we've gone months or even years without even talking to each other."

"Gwen, are you going away somewhere?" Ben asked. He sounded slightly panicked all of a sudden.

Gwen turned to face him for the first time since they'd sat down. "What?"

"Is that why you brought me out here? To tell me you're moving? Or you're gonna be going to high school abroad or something?" He was managing to hide it pretty well, but the look in his eyes showed just how scared he was of that idea.

"N-No! I'm not going anywhere," Gwen waved her hands and gave him an apologetic look. "That's not what this is. Just...Just let me finish, okay?"

Ben sighed with relief. "Okay."

Gwen turned back away from him, finding it easier to talk that way. "What I was saying was...Every time we've been separated, I've been miserable. And the time I've spent with you...Our childhood, our summer trips, the last couple years we've been best friends...It's been amazing."

"...Are you dying?"

"Ben, no! Will you just let me finish, Doofus?"

"Okay, okay, sorry."

Gwen laughed lightly to herself. "Even after all these years, you still drive me crazy. You're arrogant, obnoxious, stubborn, dense, reckless, and one hell of a whiner."

"Gee, thanks."

Gwen turned and smiled gently at him. "But you're also kind, and sweet. You think a lot of your own ability, but you try to use that ability to help others. You're stubborn, but that's only because you're always trying to do what's right. And even back when you acted like you hated me, you were willing to risk everything to help me without hesitation."

Ben just stared at her. He seemed like he was unsure how to handle being praised so highly right after being insulted.

Gwen once again turned to stare at the ground in front of her while she talked. "I know I don't always act like it, but I'm always happy when I'm around you, and I can't stand it when we're separated. You're the most important person in the world to me." She took one last long, deep breath before saying the rest.

 _Here goes nothing..._

"I love you, Ben Tennyson." She paused for a second to let that sink in, both for him and for herself. "Not just as a cousin. Not just as a best friend. I mean I _really_ love you. Will you please go out with me?"

There it was. She'd said it out loud. And she'd said it to Ben. There was no going back now. So she sat there, squeezing her legs tightly, absolutely petrified. She waited for Ben to respond, but he said nothing. She wasn't looking at him either, so she had no idea how he was reacting. After nearly a minute of getting no response, she shuddered in fear, tears welling up in her eyes.

"Well?" Gwen asked. "Say something, will ya?!" She turned to look at him, fighting back her frustration.

Ben was staring at her in disbelief. He didn't look disgusted or freaked out, just confused and surprised, like he was unsure if what he'd just heard was real.

"Ben, come on!" Gwen urged him to respond once more.

Ben blinked like he was being shaken out of a daze. "Uhh...I mean, what do you want me to say?" he asked.

"That you love me too, or that I'm a freak, or whichever it is!"

"Well, I, I, of course I love you, but-"

"But not like _that?_ "

"I don't know! Gwen, we're _cousins._ "

"Don't you think I know that?"

"Can cousins even do that?"

"Well _I_ sure can! Now come on. I just asked you out. Yes or no?"

"Gwen, I don't know," Ben insisted.

"Is that _really_ the best you can do for me?" Gwen stood up angrily. "I just poured my fucking heart out here, took, like, probably the biggest risk I'll ever take, and, and all you can give me is that, that noncommittal bullshit?"

Ben scrambled to his feet, his confused expression turning into one of anger. "Hey now, this isn't _my_ fault. This came outta fucking _nowhere_ , and you know it. How the hell do you expect me to know what to say?"

Gwen stood there staring at him for a moment, breathing heavily, feeling like she was on the verge of either crying or exploding in anger. But just when she was about to lose it, her rational side took over.

 _Wait! You've fucked this up enough already. Just get out of there before you make it even worse._

She was still angry, and she was still more terrified than she'd been in forever, but she knew this wouldn't end well if it just turned into them screaming at each other all night. So, gathering every ounce of willpower she had, Gwen abruptly turned away from him and stormed off.

"Gwen, wait!" Ben shouted from behind her.

 _No!_

Fearing he was following her, Gwen started running towards the woods. Once she made it to the tree line, she saw Lucy step out from her hiding place. She didn't feel like talking to her right now either, so she just kept running.

"Gwen, wait!" Lucy called out to her as she passed by.

Gwen ignored her too, but unlike with Ben, she heard footsteps behind her. Gwen was fast, but Lucy was faster, so the chase only went a small distance deeper into the woods. After Lucy caught up to her, she reached out and grabbed Gwen by the shoulder.

" _Get the hell off me!_ " Gwen stopped running, but she spun around and shoved Lucy's hand away.

Lucy stepped back and held her hands up disarmingly. "Gwen, please, wait! It's okay!"

"Okay? _Okay?_ No, Lucy! No, it is not _okay!_ " Gwen yelled angrily as tears streamed down her face. "You saw what happened. I told him how I felt, and, and, it just made him mad!"

"He's not mad at you. He's just confused," Lucy calmly argued. "That was a lot to spring on a person all at once. He hasn't even rejected you yet. Just give him some time to process it, okay?"

Gwen was nearly hyperventilating, glaring at Lucy through watery eyes. "So what am I supposed to do? Just sit around and wait for him to decide just how disgusting I am?"

"He doesn't think you're disgusting," Lucy assured her, taking a few steps forward. "Let's just calm down for a second, and-"

"No, no, no, I ruined it. I ruined everything. He'll never look at me the same way again. I _never_ should've done this. I should've just...should've just…" Gwen was at a loss for words. She felt like the world was closing in on her, and she began glancing around the dark woods like she was looking for a way out as the panic set in.

But then she felt a warm hand gripping hers. Lucy had closed the distance between them. Gwen stopped rambling and looked into her eyes, trying to think clearly.

"Lucy...What am I going to do?" she asked desperately, not waiting for an answer before she leaned forward and began to cry into Lucy's shoulder.

Lucy put her arms around her. "Everything's gonna be fine. I'm gonna make this right. I promise."


	40. March, Year 4 (Part 3)

**March, Year 4 (Part 3)**

Ben could think of nothing else the next day. Afterall, his cousin had asked him out. There wasn't really going to be anything more unusual than that happening any time soon. Throughout the school day, he went through the same thoughts in every class, and yet he still couldn't wrap his head around it.

 _My cousin? Asking me out?_

To Ben, it sounded crazy. He'd heard of stuff like that happening, but it was always about people in the distant past or from completely different parts of the world. That sort of thing just wasn't for people like him and Gwen.

He spent most of his day trying to come up with what to say to her. He knew the answer should just be 'No.' Cousins can't date. They can't love each other that way. He figured she must just be confused somehow.

 _She's never had a boyfriend before. Maybe she just doesn't know what that kind of love is like._

That was the answer Ben kept coming to. In his mind, she couldn't _really_ be in love with him, and he couldn't love her like that either. But the problem was, that answer felt... _wrong_ somehow. Even just saying 'I'm not in love with her' in his head...it felt like a lie. But that made no sense, and it scared him to even consider the possibility of what that might mean.

Of all the problems Ben had dealt with in the past, this was probably the one he most desperately did not want anyone else to find out about. He'd gladly tell his parents everything about the Omnitrix and all the aliens he'd risked his life fighting against before he ever told anyone about Gwen asking him out. That was why he avoided speaking to anyone as much as he could that day. He was pretty successful during class, since he would purposefully show up right when class started to not give anyone a chance to speak to him. However, he couldn't keep it up when lunchtime came.

He was hoping Julie and her friends wouldn't be there. That way, they could have a conversation of their own and they'd be less likely to notice he wasn't talking much. Unfortunately for him, only Julie shared this lunch period with him, so it ended up being just the two of them.

"So anyway, that's kinda what it's like right now. What do you think?" Julie asked.

Ben hadn't heard a word of whatever she'd been explaining. He continued to eat his lunch, staring off into space silently.

Julie waved her hand in front of his face. "Earth to Ben?"

"What? Sorry, what?" Ben shook his head, focusing his attention on Julie.

She looked at him curiously, showing slight concern. "Hey, are you okay? You've been looking kinda down."

"What? No, no, I'm good," Ben lied. "What were you saying about...the thing?"

Julie leaned forward, putting her chin in her hand as she stared at Ben intently. "Girl trouble?"

Ben was surprised. "How did you know?"

"Oh, I didn't. I had a few guesses lined up. That was just the first one I said. I was gonna guess family trouble next."

"...It, it's, uh, the first one, just the first one…"

Julie glanced back and forth before looking at Ben very seriously. "Is it about me?"

"No, it's not. I promise."

"Are you sure? Because, you know, I can understand how it might still feel weird to be hanging out with your ex-girlfriend like this. If there's something you still need to say to me-"

"No, really," Ben said. "It's about someone else."

Julie nodded her acceptance. "Who is it, then? Ally? Christina?"

Ben shook his head. He didn't say anything, hoping Julie would give up.

"Sorry," she said. "I didn't mean to pry. It's alright if it's still too weird to talk about this sort of thing with me."

"It's not that, it's just...It's not someone you know," Ben said hesitantly. Part of him actually did want to talk about it, but he knew he had to choose his words very carefully. He couldn't risk admitting what was really going on.

"Ah, okay," Julie said. "So, what's the trouble?"

"...She asked me out."

"Gee, how terrible," Julie said sarcastically, smirking at him.

Ben chuckled, but he didn't feel like it was funny. "The problem is...I don't think I can date her."

"Why not?"

"...It's complicated." He tried, but he couldn't think of an explanation that didn't involve the whole truth or a complete lie.

Julie leaned back and put her hand to her chin thoughtfully. "Do you want to date her?" she asked after a moment.

"I don't know. I...I guess I never really thought about it until she asked me."

"Well, sounds like she's just a friend to me." Julie shrugged. "If you don't wanna date her, don't date her," she said as if it were as simple as that.

"But won't she be mad at me if I turn her down?"

"Would you have been mad at me if I had turned you down?"

"No, but it probably wouldn't have felt very good."

"It probably won't feel very good for her either, but it'll feel better than dating someone who doesn't want to date her."

Ben stared down at his food, deep in thought. Julie was making some good points. If he didn't want to date her, he should just tell her so. Even if he ended up hurting her, she'd recover. They could continue being best friends afterwards, and then they could just forget the whole thing ever happened.

 _...But if that's all true, then why don't I want to say 'No' to her still?_

"But hey, you know, if you're still unsure, you don't have to listen to me," Julie said. "Think it over. Do whatever you think is best."

Ben nodded. "Thanks, Julie."

After lunch, Ben spent the rest of the day still thinking about it. He'd hoped that talking it over with Julie would help, and it may have helped a little, but he was still very confused.

When school was over, he checked his phone, but he had no messages. Usually, Gwen or Lucy would text him with their plans for the day, or he would text them, but he didn't feel like texting either of them at the moment. He didn't feel like stopping by the park on the way home to see if they were there either.

 _I can't face her again until I have an answer for her._

He definitely didn't have an answer for her yet, and she would probably kill him if he tried to act like everything was normal.

 _Maybe tomorrow..._

* * *

Lucy hovered around Gwen's desk while they waited for the end of the school day, cheerily telling her everything that had happened in the classes she didn't share with her.

"Oh-ho, man. You shoulda seen the look on Nathan's face when Mr. Brentworth pulled his phone out of his hand!"

Gwen gave her a token chuckle, but it was clear her heart wasn't in it. Almost immediately, she went back to staring at nothing with a blank expression on her face. Looking to be somewhat on autopilot, she reached into her pocket and pulled out her phone. After checking it, she sighed wearily.

Seeing Gwen hang her head like that, Lucy's cheery expression temporarily faltered. It had been a few days since Gwen had attempted to ask Ben out, and she'd been in a daze like this ever since. Lucy had tried everything she could think of to cheer her up, but nothing worked. It was killing her to see Gwen depressed like this, and what made it even worse was that the whole thing felt like her fault.

"You wanna sleep over at my place tonight?" Lucy asked. "It's Friday, so your parents won't mind. And Camille and Joel will let us order anything we want for dinner!"

"Sure, sounds great," Gwen said half-heartedly, nodding in agreement.

Lucy bit her lip.

 _This is bad._

Soon after, their teacher dismissed the class, so they grabbed their things and headed outside.

The walk to her house was awkward. Lucy tried her hardest to stay positive and she continued her attempts to cheer Gwen up, but no matter what she did, Gwen remained gloomy.

 _What do I do?_

It wasn't until later in the day that Lucy finally decided to bring up Gwen's situation directly. They were on the couch watching a comedy show, with Lucy laughing along and making her own jokes whenever she could. Gwen mostly sat there facing the screen without really paying attention, only laughing along with Lucy occasionally and forcing a smile whenever she looked her way. After Gwen checked her phone for the fifth time since they'd sat down, that was when Lucy couldn't take it anymore.

"...Still nothing from Ben, huh?" she asked delicately.

Gwen sighed and shook her head.

Lucy grabbed the remote and paused the TV. "You wanna talk about it?"

Gwen closed her eyes for a moment before responding. "There's not really anything left to talk about," she said. "He clearly doesn't want to date me. If he did, he would've told me by now. All I can do now is wait for him to reject me. That and hope he's not too weirded out to ever speak to me again." Gwen was practically emotionless as she spoke, and that worried Lucy.

"...Well, even if he _does_ reject you, and even if he _is_ weirded out by the whole thing, do you really think Ben could ever just stop talking to you for good?"

"Yes, Lucy, I do." Gwen raised her voice and spoke with an absolute bitterness. Lucy couldn't tell if that was better or worse than when she was speaking emotionlessly.

"Why do you say that?" Lucy asked, knowing she was probably stepping on a landmine.

"Because he's done it so many times before!" Gwen said angrily. "He hasn't said _anything_ this week. He practically ignored me the _whole time_ he was dating Julie. I barely saw him at all for _months_ after our second summer. I was practically _non-existent_ to him the year after our first summer. He spent most of our _first_ summer telling me to get lost. And before that, we went nearly _two years_ without seeing each other!" Once she was finished exploding, Gwen brought a hand to her face, covering her eyes. "This was it. This was the last straw. He's gonna go back to ignoring me and we'll never even be friends again."

Lucy hurriedly slid over on the couch and wrapped her arms around her. "No, no, Gwen, it's not gonna be like that!" she assured her.

Gwen took her hands off her face and sniffled. There were tears in her eyes, but she just looked angry. "Dammit, I don't wanna _cry_ anymore!"

Lucy leaned back, letting her hands rest on Gwen's shoulders. "It's okay to," she said.

Gwen exhaled heavily, shaking her head. "No. I'm _done_ with that."

"Okay." Lucy nodded. She kept her hands on Gwen until her breathing returned to normal and she looked like she was calming down, then she slid back a little. "Look...I guess there's a lot I don't know about your history with Ben," Lucy admitted. "But I know you guys _now_. Even if I was wrong about you guys loving each other _that way_ , I know you still love each other. After all, if you've been separated over and over again like that, don't you think there's gotta be a reason you keep coming back to each other?"

"...Maybe," Gwen muttered. "Let's...Let's just watch TV for now, okay?" Gwen suggested, clearly trying to avoid talking about it any more.

"Okay," Lucy said. It was clear that Gwen just wanted to get her mind off of everything, but as the show resumed, Lucy's mind was working fast.

 _I'm gonna fix this. I promise._

* * *

Ben still had no idea how to respond to Gwen a week after the incident. He hadn't seen her at all since then, as she had made no attempt to contact him either.

 _She's probably still made at me._

He also hadn't seen Lucy at all in the past week. Making plans with her seemed risky because he knew she would want to invite Gwen along too, and he didn't want to have to explain to her why that wasn't a good idea. At first, he thought it was strange that she wasn't trying to invite him to hang out with her or anything, but after a few days, he figured Gwen must have told her something. Probably not everything, but enough to convince her to stay out of it.

The night Gwen had asked him out, she'd brought up how many times they'd been separated in the past, and she'd told him it made her miserable whenever she couldn't see him. Ben knew exactly how she felt. This entire week had been boring and depressing. Even if he wasn't already worrying about how to handle this new situation with Gwen, it would've been terrible just because she wasn't around.

After school one day, Ben went straight home. He'd been doing so all week since he wasn't meeting up with Gwen or Lucy and he was too preoccupied to hang out with Julie. When he got to his house, he trudged his way up the stairs and down the hall to his room. Grabbing the doorknob, he pushed the door open, and he was surprised by what he saw inside. Lucy was on top of his bed, eating from a bag of chips and sitting in a very unladylike fashion given the skirt she was wearing. After shoveling a handful of chips into her mouth, she noticed he was there.

"Mhm! Hmmhh!" she said with her mouth full, smiling and extending an arm to wave enthusiastically.

"Lucy?" Ben asked. "What're you doing in my room?"

"Eatin' chips. What's it look like?" she asked, casually shifting her legs into a more comfortable position.

"Would you-" Ben held out his hand and turned to look away. He sighed and walked over to his desk, taking his backpack off and setting it down. "How did you get in here anyway?"

"I've got your house keys!" she said, pulling out a set of keys and playfully spinning them on her finger.

The sound of the jangling keys made Ben turn his head. "How did you get those?"

"Dunno," Lucy said, shrugging. Then she hopped up to her feet and jumped off the bed. "But I'm here!" she said, striking a pose.

Ben stared at her for a moment, still confused. "Um...okay, I guess we'll pretend that doesn't need more explanation. So, whaddya wanna do?"

Lucy casually leaned back, sitting herself down on the edge of the bed. "Talk."

"Talk about what?"

"About events of your recent past that have serious life-changing consequences," Lucy said, smiling cheerfully.

Ben's eyes went wide. The offhanded way she'd said that was surprising. "...Gwen told you?" he said, sitting down on his desk chair.

Lucy shook her head. "She didn't have to. I saw the whole thing."

"What? _You_ were there too?"

"Yuh-huh! I see _everything._ "

Ben sighed and lowered his face into his hands.

 _I guess I shouldn't be surprised._

"You've been avoiding Gwen for a week now," Lucy pointed out.

Ben quickly looked back up at her, glaring. "So, what? You saying I'm a coward?"

"Of course not," Lucy said, holding up her hands disarmingly. "Look, I get it. Of course you'd be shocked by what Gwen did. But you can't avoid her forever."

Ben felt a little ashamed and sulked back into his chair, not saying anything.

"I don't think I need to tell you this, but Gwen is absolutely miserable right now. She needs an answer. Even if it's not the one she wants. One way or another, she'll feel better once she knows," Lucy said.

Ben stood up and started walking around his room with a slightly angry look on his face. "This is _so_ classic her. She puts _all_ this crap on me, and then makes _me_ the bad guy."

"She doesn't think you're the bad guy," Lucy said. "She knew going into it that what she was doing was weird. She's not gonna hate you for reacting the way she figured _most_ people would react."

"But this isn't how she _wanted_ me to react, is it?"

"Well, no."

"Then what _did_ she want me to do? Say 'Yes, Cinderella, I love you too. Let's get married and ride off into the sunset'?"

"That's probably not _quite_ what she-"

"I can't _date_ her, Lucy! She's my fucking _cousin._ And not just through marriage or something like you, she's my _actual goddamn cousin._ "

"I _know_ that! I know. Just, just, calm down a little," Lucy said quietly, standing up and cautiously approaching Ben.

Seeing the look on Lucy's face, Ben realized he was actually scaring her. He turned his back to her and pressed his hand to his face, exhaling deeply in annoyance at himself. "Sorry," he said after taking a moment to calm down.

"It's okay," Lucy said softly, coming up behind him and gently placing her hands on his shoulders. "You're upset right now. I get it." Gently tugging on him, she managed to guide Ben to sit down on the edge of his bed. Then she climbed up onto the bed and sat on her knees behind him, draping her arms over his shoulder as if to hug him from behind.

 _What is she doing?_

Ben wasn't sure what Lucy was trying to do, but whatever it was, it was strangely comforting.

"...I don't know what to do," he said quietly.

"It'll come to you," Lucy assured him.

"I don't wanna hurt her."

"No, of course you don't," Lucy said gently, almost in a whisper. "I couldn't imagine you doing anything to hurt her."

Ben was glad she was here, but he couldn't help but wonder exactly how much she knew. She was there when Gwen tried to ask him out, so she must have been involved somehow. "When did Gwen tell you?" he asked, not needing to specify.

"Last month," Lucy said. "But I figured it out a long time ago, even before she did."

"And you'd really be okay with us dating? Even though we're cousins?"

"Yes. Absolutely. You can fall in love with anyone you want."

Ben took another moment to think about things. Lucy was still hugging him from behind, and she brought a hand up to his head to gently stroke his hair. "What do you want me to do?" Ben asked, feeling like Lucy had the answer for some reason.

"I want you to do what will make you both happy," Lucy said.

"What if that's not possible?"

"I'll make it possible."

Ben was surprised by the conviction with which she said that.

"Do you love her?" Lucy asked after Ben didn't speak for a moment.

"Of course I do," Ben said. "She's family. She's my best friend. But I can't...you know... _like_ her, right?"

Lucy slid her arms off of Ben, scooted to the side, and moved up to sit beside him. "You know, I've always thought you two were in love," she said. "When we first met at Camille and Joel's wedding, you and Gwen were just so _close_. And Gwen seemed so jealous that I got to be the one who danced with you." Lucy giggled a little before continuing. "I heard the stories about you two, about how you did all those amazing feats of heroism together. And then, the summer I got to see it for myself, the way you guys threw yourselves into danger to save each other...And it's not just that. It's the way you act when you're together. You fight all the time, but you always stick together anyway. You both get so lonely when you're separated. You've been to hell and back together, and I know you'd be willing to do it all again. It all just...It seems like love to me." Ben said nothing, but he was staring at her, hanging on her every word and deeply considering everything she said. "Was I wrong?" Lucy asked.

Ben sighed. "Maybe. Maybe not. I _do_ care about her as much as you say…"

There was silence for a moment. "You don't have to decide on this right away," Lucy reminded him.

"No," Ben said. "I've already decided." He stood up, taking a deep breath. "I need to talk to Gwen."

* * *

A few nights later, Gwen found herself back in those same woods. However, this time, she was the one standing in the clearing waiting for Ben to show up. Lucy had texted her not too long ago, telling her that Ben wanted to meet her tonight. The fact that he went through Lucy first meant that he was somewhat hesitant to talk to her, but he still needed to, and that made Gwen fear for the worst.

 _He's going to reject me, isn't he?_

Gwen had known this would happen. She just couldn't stop herself from taking the risk, and now she had to face the consequences.

 _He'll never look at me the same way ever again._

The miserable expression on her face changed into one of extreme annoyance as soon as she saw Ben step into the clearing. He walked right up to her with an unreadable look on his face.

"Hey," he said, stopping a few feet across from her.

"Look, I already know what you're gonna say, so don't even bother," Gwen said, glaring at her cousin. "I know what I said was disgusting, so can we just drop it already?"

"N-No," Ben said. "You're not disgusting. That's not what I'm here for."

"So, what, then? Are you here to tell me I was just confused, and that's not how I really feel about you? Yeah, I already know that. So, seriously, pretend I never said anything and let's just get on with our lives." Gwen spoke angrily and bitterly, but tried her best to maintain her composure.

"Dweeb, shut up for a second."

" _Excuse_ me?" Gwen said. "Who the hell do you think you-"

"I love you."

"...What?" Gwen thought she hadn't heard him right.

"Look...I talked to Lucy. She said some things about me, about us, and...Look, I'm sorry for blowing you off and taking so long to give you an answer about this, but...I realized that...maybe what you said...wasn't so crazy." Ben struggled with his words, but managed to squeeze out an answer.

Gwen was stunned. Her anger had faded completely, and she was staring at him with a mixture of awe and relief. "You…You really…"

"I know things haven't always been great between us, and I know this probably isn't how you imagined all of this going down, and I don't even really know what _this_ is, but...I wanna give this a try."

Gwen stepped forward, a tear dripping down her face and her lip trembling. "You...You really mean it? Even though we're cousins?"

Ben chuckled. "Don't make it weird."

Gwen smiled, letting out a little light laughter of her own. She didn't think she'd ever been this relieved. Taking a few more steps to close the distance between them, she fell into him in a hug. "Don't ever do that to me again, Doofus."

"I know," Ben said, returning her hug.

"I thought you'd hate me. I thought I'd really lose you this time."

"You'll never lose me."

Gwen didn't say anything else. She closed her eyes and stayed in Ben's arms, smiling blissfully.. After a moment, her brow furrowed. "You didn't bring Lucy with you, did you?"

"Uhh…"

"I'm not here!" Lucy's voice came from the woods.

" _Ben._ "

"Hey, you brought her last time!"

"Oh, for the love of- Go home, Lucy!" Gwen shouted into the woods.

In the distance, Lucy stood up into view. "Aw, man!" she whined before turning around and walking away.

Gwen's face was red with embarrassment. Seeing the look on her face, Ben started to laugh.

"Quit laughing at me, Doofus! We were having a moment!" Gwen complained. But Ben didn't stop laughing, and before long, Gwen joined in too.

They ended up lying on the ground together, holding hands and staring up at the night sky. The situation had been incredibly stressful for both of them, and now that they were past it, they were more than happy to take a moment for themselves and enjoy the contented silence. Gwen was still amazed by the whole thing. A little over a week ago, she'd barely even considered the possibility of Ben returning her feelings. And yet, here she was, holding hands with her cousin while they stargazed together.

After lying there together for a bit, Gwen felt Ben shake her hand to get her attention. She turned her head to face him.

"So...What do we do now?" Ben asked.

"Well," Gwen said as they both sat up. "I guess we, like...date, right?"

"I guess." He sounded like the idea was still weird to him, but he seemed somewhat excited by it too.

"...Can I ask you out?" Gwen asked.

Ben knit his brow. "Do you have to? I mean, isn't that kinda implied by now? And why ask if you can ask? Why not just ask?"

"Shut up, Doofus," Gwen said, standing up. "I wanna do this."

"Alright, fine," Ben said, also getting to his feet.

They stood a few feet apart from each other. Gwen fiddled with her hands nervously, still embarrassed despite knowing what his answer will be. "Ben, will you go out with me?"

"Yeah, sure."

"Say it the right way!"

"Alright, jeez!" Ben cleared his throat. "Yes, Gwen. I'd love to."

Gwen smiled. "Okay," she said, nodding. "Thank you. I just...really wanted to do that."

"...Do you wanna...go on a date tomorrow?" Ben asked.

"Sure!" Gwen agreed excitedly. "What do you wanna do?"

"Well, it's Saturday. We can spend the whole day together. We'll do all kinds of stuff."

"Okay." Gwen stepped forward and grabbed Ben's hand. "Walk me home," she said.

Ben chuckled. "Jeez. Ordering me around already?"

"Better get used to it!"

The walk home was a surreal experience for Gwen. The whole time, she was holding hands with Ben, her cousin, whom she'd just started dating. And they were in public. It was the middle of the night and no one was around, but it was still strange. It made her heart beat like crazy, too. She knew it was nothing too exciting. People held hands all the time. But this was different. It meant something.

When they arrived at her house, she let go of Ben's hand and walked up the steps, turning around to face him. It was a weird moment for her when she realized she didn't know how they were supposed to say goodbye to each other now. It felt like a few years ago when they'd officially become friends. Things had changed between them so suddenly, and now she was uncertain what that meant.

"Thank you," Gwen said. She wanted to say more, like thanking him for falling in love with her too. But she realized they were still standing outside her front door in the middle of the night, so she left it at that.

Ben smiled at her. "No problem, Dweeb. See ya tomorrow," he said, giving her a wave as he turned to walk home.

"Bye." Gwen stood there watching him as he walked away, then she opened her front door and slipped inside as quietly as she could. But when she went upstairs and opened the door to her room, she was greeted by a high-pitched shriek.

"What the-?" Gwen was startled as Lucy jumped out at her. " _Lucy?_ "

"This is _amazing!_ " Lucy shouted while hopping up and down excitedly. "You did it! He said yes! _He said yes!_ "

"Okay, okay, _shh!_ " Gwen pushed Lucy into her room and shut the door behind her, hoping her parents weren't around to hear anything. Lucy proceeded to jump around the room, cheering and throwing her hands up in celebration. "How did you even get-"

"House keys!" Lucy said, holding up a set of keys. Gwen just looked at her in confusion. Lucy stopped hopping and leaned in close to Gwen. "So, how was it? How do you feel? Anything happen after I left?" she said, excitedly firing off a barrage of questions.

"Oh, right. Sorry about telling you to go away and everything, I was just-"

"Hey, no worries. I get it. You wanted a little privacy is all. Totally cool. So, tell me what happened."

Gwen told her everything that had happened after she'd left, including the parts about the date tomorrow and holding hands on the way home.

Lucy squealed with delight. "That is so _cute!_ "

Gwen was a little embarrassed telling her all of this, but Lucy's reaction made her smile, and she felt warm and fuzzy inside.

"Okay, I'm gonna head home now and let you get some sleep. But tomorrow morning, I'm comin' back, and we're gonna do some pre-date prep, okay?" Lucy said, skipping over to Gwen's door.

"Wait!" Gwen said quickly.

Lucy froze in place, still as a statue in mid-step as she was reaching for the doorknob. She stayed like that for a few seconds before putting her foot down and turning back towards Gwen. "What's up?" she asked with a smile.

Gwen fiddled nervously with a strand of her hair. "I just...I just really need to thank you. Everything that happened with me and Ben...you were right. And I never could've done it without you."

"Pfft, I didn't do anything," Lucy said, waving her hand dismissively. Despite that, she was blushing a little. "That was all you, Gwen. You're a tough girl. You woulda done it on your own eventually."

"No, I mean it," Gwen insisted. "I owe you so much. Thank you."

Lucy walked over to Gwen and took her hands in hers. "You and Ben are my best friends. I'll always be there for you guys, no matter what happens. I promise." She leaned in and gave Gwen a kiss on the cheek. Before Gwen could say anything else, Lucy let go of her hands and stepped back. "Night, Gwen. See ya tomorrow!" she said, opening the door and skipping outside.

"Goodnight, Lucy."

* * *

 **Author's Note:**

Ta-da! It only took 40 chapters, but they finally got together. It's not over yet, though. And I know someone is gonna tell me that it's still too early for Ben to say yes, but I couldn't see him taking any longer than this to acknowledge his feelings once he was finally forced to confront them.

Comments:

Guest: "Even though Ben was flirting back with Lucy, he still thought about gwen… That was sweet.. Though I feel really bad for Lucy.. She's struggling a lot more with her feelings than we think.."

I've had some complaints about Ben's feelings for Gwen not being clear enough, but when he's got Lucy straddling him and he still thinks of Gwen first, I think it's pretty clear. I feel bad for Lucy too, though. She's kinda getting the short end of the stick here.

The Blade of Osh-Tekk: "Yup. That went about how I expected it to. Ben's got have a seriously mindfuck about the situation."

He did kinda have a ' is not responding' moment there when Gwen confessed.

Davidscrazy234: "Wow, thx for making me cry."

No prob. Your suffering sustains me.

Phildev: "Damn. It actually happened. Glad it turned out this way though! One of the best things about this story is you never go the 'easy route' (happily ever after without logic backing it up)!"

Yeah, nothing's ever easy with these two. They're finally together now, but there's still time for plenty more to go wrong.

Guest: "Omg! Omg! She confessed! I'm freaking out! It's not just gwen who's hyperventilating right now...it finally happened! I can't believe it! I'm gonna go crazy right now.. "I love you Ben tennyson" omfg! That was awesome! Please update the next chapter soon.. Like really soon.. My mind's coming up with thousands of ideas of what would happen next! Hoping for Ben's pov in the next chapter.. Great work gojaimas!"

Thank you! I'm glad you stuck around long enough to see the much anticipated confession scene. Sounds like it was worth the wait.

Hassan Elgarni: "I read your story ever since it was little baby, and I still love it. this chapter though, was the most wanted in my opinion. LOL. See ya with a new one, inchaallah."

Thanks! Yeah, people have been wanting this one for months. Still waitin' on that threesome scene and for a proper Katy Perry reference though.

EternalWisdom: "It's been a long time coming, and the wait was well worth it! Oh, this is tremendously terrific. Once again, I am left in utter awe of your mastery of the slow-burning writing style that makes every moment all the sweeter for us readers! The focus, the clarity, of your vision with this story is commendable. I give this chapter a glorious 10/10."

Wow, I'm blushing harder than Gwen now haha. I'm happy to hear my readers have appreciated the epic slow-burn aspect of my story. I hope it was really satisfying to finally reach this moment.

Jagcity: "As always, your story brightens my day! Also out of curiosity, do you have a 'favorite' episode from the OS?"

Glad to hear it! My favorite Ben 10 episode is 'Big Fat Alien Wedding.' It introduced Lucy and we got to see Ben and Gwen dance together. I loved that episode, and this story probably wouldn't exist without it.

armandaza: "I don't know I don't like this chapter after all, I think that lucy push gwen too much, and really I hate Ben too, I mean the girl that suppose that he loves unconsciously more than any confess to him and he says nothing, I expected more than Ben, come mon dude, a girl exposes her heart and you don't say any? really Ben, now I am mad at you for making Gwen cries. Sorry but I am a man and a romantic one, and I wouldn't let this happen."

Well, I guess Ben's just not as romantic as you are, guy.


	41. March, Year 4 (Part 4)

**March, Year 4 (Part 4)**

"You know, for a girl who can't shapeshift to make her own outfits, you sure don't have a whole lotta clothes," Lucy said as she went through Gwen's closet.

"What're you talking about?" Gwen asked, sitting on her bed and watching Lucy. "I've already got way more clothes than I'll ever need."

Lucy scoffed. "You should take a look at _my_ closet sometime."

Gwen fidgeted nervously as Lucy pulled something out and held it up to examine it. "Lucy, do you really think this is that important?"

"Of course it is!" she insisted. "It's your first date. Don't you wanna look good?"

"Well, yeah, but I can guarantee you he's just gonna wear a T-shirt and cargo pants."

"Ooh, how 'bout a dress?" Lucy suggested, ignoring Gwen's speculation. "You look _so_ pretty in a dress. And from the way Ben was looking at you at the dance, I'd say he's into it too."

Gwen blushed and smiled a little. "Er, maybe, but...We're gonna be spending all day together, and probably moving around a lot."

"Hmm, good point. So maybe not a dress. But we'll still give you something pretty," Lucy said. "Ooh, I got it! How about this red top, and you can wear this black thing over it, and then these'll go well with these pants, aaaand these black shoes!" As Lucy spoke, she pulled several articles of clothing out of Gwen's closet and set them down. "Come on, whaddya think?"

"Seems alright," Gwen said, standing up and looking over the outfit Lucy had laid out for her. It had looked like she was simply pulling things out of the closet at random, but apparently Lucy really knew what she was doing.

"Great!" Lucy skipped over to Gwen's bed and sat down, leaning back to prop herself up with her arms and crossing her legs casually.

Gwen held the outfit against herself in front of the mirror. Nodding, she set the clothes down again and grabbed the hem of her shirt. Before she started to pull it off, she turned to see Lucy staring at her, smiling expectantly. Gwen stopped what she was doing, giving Lucy a look that silently said 'Aren't you gonna leave?'

"Pfft, it's nothing I haven't seen at the beach," Lucy said.

Gwen knit her brow. "That's not true. I don't wear bikinis."

"Which is a _damn_ shame," Lucy said with a smirk.

"Ugh…" Gwen shook her head, turning her back to Lucy. She decided that quickly changing in front of her would be easier than convincing her to leave. Trying not to let the other girl's presence bother her, she pulled off her shirt and dropped it to the floor while hoping Lucy wouldn't make any comments about her bra strap. Then she unzipped the pants she was wearing and slid them down.

" _Daaamn,_ " Lucy's voice came from behind her.

Gwen stood up straight and spun around. "You know, I can still make you wait outside," she said in annoyance.

"Hmm..." Lucy put her hand to her chin and looked Gwen up and down. "You might wanna do something with the underwear, too."

" _He won't be seeing it!_ "

"Well, not with _that_ attitude." Lucy giggled.

"Ugh!" Her face red, Gwen turned back around and grabbed the pants Lucy had laid out for her, quickly pulling them on. When she was finished dressing, she stepped back in front of the mirror. "How do I look?" she asked uncertainly.

Lucy walked up behind her and started adjusting Gwen's outfit. "You look _gorgeous_ ," Lucy assured her. "I mean it. And Ben's gonna think so too."

Gwen blushed at that, meeting Lucy's eyes in the mirror.

"Are you nervous?" Lucy asked gently.

Gwen hesitated for a moment, then she nodded. "A little," she said. "It was so hard getting to this point. I don't wanna screw it up now."

"Don't worry. Everything'll work out fine," Lucy assured her.

Gwen was unconvinced. She looked her reflection up and down again, suddenly perceiving a dozen flaws she hadn't noticed before.

"Hey," Lucy said, turning Gwen to the side and stepping in front of her. "The most important thing to remember is that this isn't some kind of performance or competition. You don't need to impress Ben. Just relax and have fun. Pretend you're just hanging out with him, like you always do."

Gwen figured Lucy really knew what she was talking about. After all, before she lived in Bellwood, Lucy used to tell her about the guys and girls she'd been dating all the time whenever they video chatted. But remembering this caused Gwen to realize something.

"You've dated a lot, haven't you?" Gwen asked.

"Yep!" Lucy said, putting her hands on her hips and nodding proudly. "I know _alllll_ about this stuff. Trust me."

"...Have you dated anyone since you moved to Bellwood?" she asked. Gwen spent a lot of time with Lucy both in and out of school, but she wasn't with her all the time, so she considered it possible that Lucy might have been dating someone she didn't know about. However, if that were the case, she figured Lucy would've told her about it by now.

Lucy froze for a second, as if she wasn't prepared to be asked something like that, but she quickly shook it off. "Hmmmm, nope!"

"Why not?" Gwen asked, confused. "All the guys at school are crazy about you."

Lucy giggled. "No, just the ones who aren't crazy about _you._ "

Gwen smiled and rolled her eyes. "But seriously, though. Why not?"

Lucy hesitated before she spoke again. "Dunno. I've been a busy gal. Between the move, hanging out with you and Ben, school, pottery, violin, TV, video games, I haven't really had time for it."

Gwen nodded like she understood, then knit her brow. "You play violin?"

"Yuh-huh!" Lucy nodded. "Did I not tell you that?"

"No, I had no idea."

Lucy shrugged. "Guess I don't tell ya everything."

Gwen studied her for a moment. What she'd just said could've meant a lot of things. "Well, anyway, if you're ever interested in somebody at school, let me know. I don't know what help I can actually be, but since you're helping me with this, I'd like to return the favor sometime."

"Pfft, don't worry about me," Lucy said. "Today's about you and Ben!"

Gwen smiled and nodded, then walked back over to her bed and sat down.

"Ben will be here soon," Lucy said.

"I know."

"I'll leave the house with you guys so it'll look like it's the three of us hanging out today. But after that, I'll leave you two alone."

Gwen nodded. "Thanks."

"Don't mention it. Although the thought of you two on a date is just _so cute_. I really wanna see it sometime."

Gwen laughed. "It's not like we'll never hang out as the three of us ever again."

"I know, but you won't be as lovey-dovey when I'm around."

"Ben and I aren't exactly the 'lovey-dovey'-type to begin with."

Lucy grinned. "We'll see."

Gwen rolled her eyes.

There was a knock at the door. "Girls?" Frank's voice came through the door.

"Yeah, Dad?" Gwen called back.

"Ben's here," he said.

"We'll be right down," Lucy said.

Gwen felt another wave of nervousness come over her. It must have been showing on her face because Lucy held out her hand, smiling softly.

"Ready?" Lucy asked.

Gwen didn't feel ready, but she nodded anyway, taking Lucy's hand as she stood up. Together, they left her room and headed down the hall. When they reached the stairs, they could see Ben waiting for them at the bottom.

"Hey, Ben!" Lucy greeted him excitedly, running down the stairs. Ben didn't respond. He stared past her even when she got to the bottom and stood right next to him. Gwen stopped halfway down the stairs, locking eyes with him. Lucy turned around and noticed what was happening, then held a hand up in front of her mouth and made a smug expression. "Careful now. Without a map, you might get lost in each other's gorgeous green eyes."

Ben and Gwen simultaneously shook themselves out of their daze, looking away from each other and blushing. Lucy giggled as Gwen continued down the steps.

Ben cleared his throat nervously. "Hey, Dweeb," he said.

Gwen smiled warmly. "Hey, Doofus."

"Aww, so cute!" Lucy chimed in.

"Shh!" Ben and Gwen both turned to Lucy and shushed her. Gwen's parents were in the house, so she was nervous about Lucy saying anything suspicious.

Lucy giggled. "Sorry, couldn't help it. C'mon, let's get going." She skipped over to the front door and opened it. "Bye, Frank! Bye, Natalie!" she called out.

"Goodbye, kids!" Frank's voice came from another room.

"Bye, Uncle Frank," Ben joined in as he and Gwen followed Lucy out the door.

"I'll be back later tonight, Dad," Gwen said.

Together, the three of them walked towards the center of town. Ben and Gwen walked side by side, while Lucy skipped in circles around them.

"So, whaddya gonna do today?" Lucy asked. "Long walk on the beach? Romantic candlelit dinner? Cheesy rom com movie date?"

Ben and Gwen looked at each other.

"We didn't really, uh…"  
"I don't know where we'd get a beach, but, uh…"

Lucy stopped skipping in front of them, causing Ben and Gwen to stop in their tracks. She leaned in, bringing her face close to theirs. "Tee-hee! Don't worry, I'm sure you little lovebirds can figure it out without me." Reached into her pocket, she pulled out a folded up piece of paper. "Welp, I've still got a whole bunch of other people to annoy today," she said, unfolding the paper and looking it over. "I'll be around town pretty much all day, so call me if ya need anything. Bye!" She blew them a kiss, then turned and skipped away.

"Bye, Lucy."  
"See ya."

After watching Lucy disappear from view, Gwen froze. They were alone again. On a date.

 _This is so weird._

She turned her head and saw Ben was staring at her.

"You look...nice," he said, although she could tell he was trying to say more than that.

"You look...pretty much the same as always," Gwen said with a smirk.

"You mean damn good looking?" Ben said, smiling with a look of mock superiority.

Gwen laughed. "You wish, Doofus. I was _this_ close to making you wear a bag on your head today."

"Good. Woulda saved me from having to look at you," Ben countered, making them both laugh.

Gwen's earlier guess had ended up being right. Ben hadn't exactly put much effort into his appearance the way Lucy had wanted her to, although his hair looked a bit less messy than normal.

 _Did he actually comb it?_

There was a brief silence as Gwen tried to think of how to proceed.

Ben chuckled lightly. "Man...this is _so_ weird."

"Tell me about it," Gwen agreed. "I honestly never thought I'd get this far."

Ben scratched the back of his head. "Well...since we _are_ here, what do you wanna do today?"

Gwen smiled. "Everything."

* * *

By 'Everything,' it turns out Gwen meant she wanted to do all the things she and Ben normally did when they hung out together, plus some version of the things Lucy had suggested. Instead of going for a long walk on the beach, they went for a walk through the park. There, they found a soccer ball and played keep away with it for a while. After that, they went to the arcade and had their usual competition with as many games as they could. Then they got something to eat. It wasn't a romantic, candlelit dinner, but pizza was good enough for both of them. Of course, they ended up tipping 100% because they both insisted on being the one to pay for it. And at the end of it all, they went to see a movie.

To an outside observer, their date wouldn't have looked any different than most other days they'd spent together in the past. However, for the two of them, things felt _very_ different. There was something between them now, something that seemed like it had been there for a long time. Neither of them had ever been willing to acknowledge it before, but now they had, and it felt great.

As Ben sat in his seat watching the movie, the situation felt very familiar to him. Almost as soon as the movie had started, Gwen had leaned over to rest her head on his shoulder, so he had wrapped his arm around her to help them both get more comfortable. Now, as the movie was almost over, they were still in that position. Glancing down at her face, Ben saw she had the most contented smile on her face, looking happy and completely at ease.

 _Wow._

They'd sat like this together a thousand times before. Quite often, when they found themselves alone at night in the Rust Bucket or at one of their houses, this was how they would sit when they started to get tired. Before, Ben had always told himself that it was just because it was comfortable, and it didn't mean anything beyond that. Looking back, he knew how obvious of a lie that was. If that were the case, they wouldn't have freaked out and scrambled to get away from each other whenever Max or one of their parents walked in on them like that. But now, even though there were other people in the theater, no one they knew was around and nobody was paying any attention to them. They were free to enjoy the moment as much as they wanted.

Before long, the movie was over. As the end credits began to scroll across the screen, Ben noticed Gwen making no attempt to move. Looking down at her again, he saw her eyes were half shut, like she was falling asleep. He smiled to himself and waited another minute before doing anything.

"Gwen? You ready to get going?" Ben asked her quietly.

Gwen tilted her head up at him, then sat up in her seat and stretched.

"Ah, good. Thought I was gonna have to carry you outta here," Ben quipped.

Gwen chuckled, standing up out of her seat. "As if you even could, noodle arms."

Ben followed her as they grabbed their trash and headed for the exit. "That movie was _a lot_ better than I expected," he said once they were out of the theater.

"See? I told you," Gwen said proudly. "Bad movies don't get 98% on Rotten Tomatoes."

"Hey, not _my_ fault it looked bad," Ben said. "Animated movies about talking animals are usually utter garbage."

"Well, this one was clever. I knew it would be funny, but I didn't think it would tackle such big issues like that too."

"I'm more surprised it had all those adult jokes in it. Like that Breaking Bad reference and all those jokes about how rabbits screw a lot. How do you slip _that_ by the censors?"

Gwen laughed, smiling brightly. Seeing her smile like that made Ben freeze.

 _Whoa._

In the past, something weird would happen to him now and then when he saw her like that. Something like the image of it being burned into his mind. Whenever it would happen before, he would try his best to ignore it. He didn't really understand what it was, and he didn't want to admit he was afraid of what it might mean. But now he understood.

 _She's beautiful._

It was even easier to see when she smiled like long ago, Ben would've been terrified to have that thought, and he would've tried to brush it off and pretend he wasn't thinking it. But now, he suddenly realized he didn't have to do that anymore. Gwen was beautiful, and it felt amazing to be able to admit it to himself now.

He must've been staring at her oddly, because Gwen started to seem a little embarrassed. "What are you looking at?"

"A pretty girl," Ben said with a teasing smile.

" _...What?_ " Gwen blushed furiously. Ben figured she must have known why he was looking at her, but she was probably expecting him to make fun of her or something to cover it up, not just come right out and say it like that. "You Doofus!" she said, giving him a light shove. "Don't just say stuff like that out of nowhere!"

Ben laughed as he stumbled from her shove. "Sorry, I think I've been hanging out with Lucy too much."

"Whatever," Gwen said, tilting her head up at the night sky. "It's getting late," she said.

Ben looked at his watch. "I guess so. Want me to walk you home?"

"...I mean, sure, if you want to." The two of them had never made a big deal out of Ben walking her home before, but now that it was at the end of a date, it felt different. But like everything else, it was a good kind of different, and Ben could see how happy Gwen was as he walked alongside her.

While they walked, Ben had a thought. They'd spent all day together, but they hadn't really done anything more than what they did when they were still just friends. He wondered if he should be doing something more right now since they were a couple.

 _Let's see...What did I do differently with Julie?_

He thought for a minute, but he came up with very little. After listing everything he did with Julie while they were dating, he realized he already did most of it with Gwen as well.

 _Good god. We've practically been dating all this time already, haven't we?_

They had done a few things differently, though. He and Julie used to hold hands a lot, and they'd even kissed a few times, although they hadn't really made out or anything more than pecks on the cheek.

 _Should I hold her hand at least?_

Glancing to his side, he saw Gwen had her eyes forward. She looked like she was concentrating on something, but he had no idea what that might be. Hesitantly, he inched his hand closer to hers, reaching for it. Just before he touched it, he pulled his hand back.

 _Maybe it's too early for that. How long was I dating Julie before we held hands?_

This was something else that was different. He never overthought anything with Julie as much as he was doing right now. Being with Gwen was different. There was an enormous pressure to get everything exactly right.

 _Maybe I should ask Lucy for some help with this..._

While he was thinking, he flinched as he felt Gwen's hand suddenly grab his. Looking to his side in surprise, he saw Gwen was looking defiantly at the ground with a slightly angry expression on her face.

 _Is she just embarrassed to be holding my hand? Or is she mad that she had to be the one to do it? Was she waiting for me to do it first?_

Ben said nothing, but he held Gwen's hand as they walked together for most of the way back to her house. It felt similar to when Lucy held his hand, only it somehow felt even better.

"Um...Maybe we should stop holding hands now," Gwen said nervously when they reached her neighborhood. "Someone might see us."

"Oh, right," Ben said, letting go of her hand. Gwen had sounded calm and collected when she spoke, but from the look on her face, Ben could tell she was incredibly disheartened. She probably didn't like that they had to keep this a secret. "...Sorry," he said quietly.

"It's okay," Gwen said. "I knew it would be like this."

They walked a little farther, and soon they were standing by Gwen's front steps. Once again, they didn't know how to say goodbye anymore. Ben tried to figure out if they needed to say anything, make plans for another date, or even kiss.

 _Definitely too early for that._

Ben chuckled lightly. "It's still a bit weird, huh?"

Gwen smiled. "Yeah." She looked down at the ground, and her smile faded. "Do you think it'll always be weird?"

"I think it'd be weirder if it _wasn't_ ," Ben said half-jokingly. Gwen didn't laugh, or even look up at him. "But I don't care," he said more seriously.

Gwen met his gaze. "...Really?"

"I said I wanted to do this, didn't I?" Ben said. "And after today, I'm even more sure about it."

A smile of relief crept across Gwen's face. "Today was fun," she said.

"Yeah," Ben agreed. There was a pause. They stared into each other's eyes, still unsure how to say goodbye. "...We'll do it again soon, okay?"

Gwen nodded. "Okay."

"...Well, goodnight," Ben said, waving as he turned to leaved.

"Goodnight!" Gwen said before heading inside.

As he walked back home, Ben felt about as happy as Gwen had looked. It was a similar feeling to when he'd first started dating Julie. He couldn't believe that something so great was happening to him.

However, just before he reached his neighborhood, he was startled by a familiar, excited squeal coming from behind him.

" _Eeeeeeeeee!_ "

"Lucy?! Whoa-!" Ben barely had time to spin around before he was tackled to the ground.

"You did it! You did it! You did it!" Lucy cheered, sitting on Ben's thighs and playfully pounding his chest with her hands.

"Okay, okay, Lucy!" Ben grabbed her fists to stop her assault.

Lucy giggled and rolled off of him, doing an unnecessary yet graceful twirl as she got to her feet. Then she leaned over and held out her hand to help Ben up.

"I need to stop being surprised when you show up outta nowhere," Ben said.

"Please don't. It's _way_ funnier like this."

Ben chuckled. "What're you doing out here, anyway?" he asked. Then he narrowed his eyes at her. "You weren't following us around today, were you?"

"No, silly! I said I wouldn't, didn't I? I may be a creep, but I'm a creep of my word, thank you very much."

"Well, fine, I believe you. But, what _are_ you doing out here?"

"Gwen called me!" Lucy said. "She told me all about your-"

" _Shh!_ " Ben shushed her, quickly putting his hand over her mouth. He looked around nervously, even though it was the middle of the night and no one else was around.

"... _date_ ," Lucy finished in a whisper once Ben took his hand away from her.

Ben nodded. "Do you- Here, come on," he said, setting off towards his house again and waving for Lucy to come along with him. "Wait, so Gwen called you? How'd you get here so fast then?"

"Oh, I was on my way back to my place. I had dinner with your parents," Lucy replied, catching up to walk alongside him.

"What? What are you doing having dinner with my parents?"

"Oh, don't worry. Your parents love me. And you should really talk to them more often."

"I'll keep that in mind," Ben said insincerely, unsure where that random lecture had come from. "So, uh...What did Gwen say?"

A big grin spread across Lucy's face. "She said it went great. Her heart was all aflutter about you two holding hands when you walked her home. So _cute!_ "

"Heh, yeah…" Ben looked to the side and scratched the back of his head, embarrassed.

Lucy let out another happy little giggle. "So, how was it for you?" she asked, smiling expectantly.

Ben grinned. "It was good."

"Were you nervous?"

"...Ehh, it was no big deal. I mean, it's not like I've never been on a date before."

Lucy gave him a skeptical pout. "Come on, Ben. We both know this was different. You can tell me."

Ben sighed. "Fine, it was a little weird," he admitted. "But...I liked it."

Lucy clapped her hands together and smiled. "Yes! So this is a thing now, right? You're gonna keep dating?"

"Yes, we are," Ben confirmed.

Lucy grinned. "That's just what I was hoping to hear."

* * *

 **Author's note:**

There you go. A happy little chapter where no one cries for once. Like I said, this one was a little bit shorter than the other March chapters, although I added a little to it as I gave it a second pass. This concludes the longest month. I hope you all enjoyed it.

Comments:

Josh Spicer: "So no OT3. That's fine. Poor Lucy though. Girl's gotta be hurtin."

Not necessarily. The story's not over yet.

The Blade of Osh-Tekk: "Well, that has happened. Gwen is definitely going to start ordering Ben around 20 times as much, but I don't think he'll mind too much at this point."

Ben wouldn't be the first guy to be into bossy girls.

MageofDuality: "YES! They're together! Now we just have to enjoy the fluff that will...Why do I get this ominous feeling like you're not done making us suffer?"

Ah, I see you're starting to catch on.

jairoesme: "that was great. you totally blindsided me with the house key gag but I loved it. Now Lucy can work on part 2 of her plan to slowly add herself to the relationship can't wait."

Haha, the house keys thing. Sometimes I just like to make Lucy act like she's the only one who still operates by cartoon logic.

Davidscrazy234: "I always thought u we're going to make them friends in the beginning but I realized half way through the story u we're going to get them together all along."

Well, I didn't exactly spell it out in my super vague story description. But I figured people would get the idea pretty quickly.

Hassan Elgarni: "let us say someone has a lot of money, and they wanted to adapt this story to anime or cartoon series. Would you have agreed?"

Yes, absolutely! Granted, copyright issues would prevent that from happening, but I would love to see my work adapted like that if it were possible!

Hassan Elgarni: "Hey I m planning to make an audio read for these three parts. Would that be Okay with you?"

Sure. Everyone is free to do whatever they want with my story, as long as they don't try to claim they wrote it.

Guest: "The way you handled this confessing thing was out of the world! Feels exactly like them.."

Thanks! A lot of the shorter Bwen fics I've read were pretty much just confession scenes, so I knew it was something people loved to read. Plus I've seen a lot of romance anime and the confession scene is always super important, so I tried really hard to get it right.

armandaza: "I love Gwen cause she has the balls to say her fellings"

In any show with multiple love interests, I usually end up routing for the one who musters up the courage to confess their feelings instead of not doing anything about it like everyone else. Gwen may have needed a lot of encouragement from Lucy, but she's brave for sure.

belgianwiz: "I can't believe it's 40 chapters already, but I loved every single one of them, except maybe the ones with dating Julie"

Lol it's never too late for more Julie bashing.

Guest: "Weird and awkward"

That's a good tagline.


	42. April, Year 4 (Part 1)

**April, Year 4 (Part 1)**

Over the next few weeks, Ben and Gwen went on several more secret dates. It was actually rather simple to keep it from their parents in the beginning. After all, they'd already been hanging out regularly for years, so when Ben told his parents he was going to hang out with Gwen, he wasn't even really lying, and there was no reason to find it suspicious. However, the fear of discovery was always there, and as the weeks went on, it was beginning to make them paranoid.

One night, while Ben was having dinner with his parents, his father asked him a question out of the blue. "So, Ben, have you been seeing any girls lately?"

Ben flinched, but quickly tried to regain his composure.

 _Act natural._

"Why? What did you hear?"

 _Sooo natural._

"Nothing, I was just curious," his father responded.

Ben wasn't convinced. He tried to think if he and Gwen had slipped up at some point. Had they gone on a date somewhere their parents might have seen them? Were they spending even more time together than usual? Are parents just naturally suspicious of a teenage boy and a teenage girl spending time together, even if they're cousins?

"Have you talked to Julie at all lately?" Ben's mother asked him.

 _Oh. Is that was this is about?_

Ben was still somewhat cautious, but he felt mostly relieved. "Uh, yeah, actually. We're just, you know, just friends now, though," he explained.

"Oh, that's nice," his mother said with a smile. "But you haven't been seeing anyone else, then?"

"...Nope." From the way his parents glanced at each other, Ben thought maybe they suspected he was lying, and that made him nervous. But more than that, he felt...dirty. When was the last time he'd lied right to his parents' faces like that? Sure, he lied about his summer trips all the time, but by now he'd accepted that as necessary. And yeah, maybe he told little lies now and then, like that he was finished with his homework or that he'd only stay up playing video games for another hour before going to bed. But this was different. He couldn't understand why, since keeping _this_ secret was even more necessary than keeping his alien crime fighting secret. Something about it just felt more real.

 _I can't believe this. It's only been a few weeks, and I'm already sick of lying to my parents. And they might even suspect us. I knew this was gonna be hard, but come on!_

Ben wondered if Gwen was dealing with the same thing. If he felt bad lying to his parents, she must've felt even worse about it. In spite of everything, that thought made him smile slightly. Even if it annoyed him sometimes, Gwen's obsession with always following the rules and respecting authority was kind of cute.

 _Kind of cute._

He still couldn't get over how weird it felt to think something like that about his cousin. She really was cute, too.

 _How did I not notice before? Or did I?_

That got Ben wondering about how Gwen would react if he called her cute to her face. Would it annoy her and make her blush? Or would it make her taunt him for being such a softie?

"What are you smiling about, Ben?" his mother asked him.

Ben cleared his throat, snapping out of his train of thought. "Nothing."

* * *

Lucy lied sprawled out on the couch with the TV on. She was watching a show she liked, but she wasn't really paying attention to it. Her mind was still on Ben and Gwen, like it had been to an even greater degree than normal for the past few weeks. Every now and then, thoughts of those two finally dating would cross her mind, and she would find herself unreasonably giddy and excited. Rolling over a little, she reached into her pocket and pulled out her phone. With a few taps, she opened up her messages so she could read over an exchange she'd had with Gwen the night before. Gwen had gone on yet another successful date with her new boyfriend, Ben. It made Lucy smile brightly and squeal a little, bouncing up and down on the couch.

 _I can't believe this is really happening!_

Sitting upright, Lucy began swinging her legs merrily as she eyed her phone. There was still so much she wanted to say to Ben and Gwen. So many dreams she wanted to make true for them, and for herself. Her mind was racing at the thought of being apart of such an incredible, forbidden romance.

Her musings were interrupted by the sound of voices coming from the other room, which made her reflexively hide her phone. No matter how much she wanted to shout it to the world, Ben and Gwen's relationship still had to be kept secret, even from Joel and Camille.

"Something wrong, dear?" Lucy heard Camille say.

"Ugh, nothin' much," came Joel's reply. "Just got an email from my boss. Looks like I'll be in 'til late tomorrow night."

"They really put you to work, don't they?" Camille said. "It's looking like I'll have a few tough days at work this week too."

Joel sighed. "Yeah, I miss being a Plumber. I'll take aliens over these office drones any day."

"Well at least you got to keep the best alien you'll ever meet," Camille said with a playful confidence.

Joel laughed. "Hah! I guess I did, didn't I?"

As Joel and Camille's voices continued to travel from the other room, Lucy shut off the TV. She didn't feel like laughing anymore. All her giddiness and thoughts of romance just seemed to have been sapped out of her. With a stone-faced expression, she got up off the couch and went upstairs.

In her room, Lucy lied down on her bed and stared up at the ceiling. It felt like she had weights pressing down on her.

' _I miss being a Plumber.'_

Joel's words hadn't sounded entirely serious, and he'd only said it in passing, but this wasn't the first time Lucy had heard him express that sort of sentiment. Camille had said similar things in the past as well. Lucy never enjoyed overhearing them talk about how they missed their old life. The life they'd only briefly gotten to experience together before she'd taken it away from them.

Clenching her fists, she was just about to scream into her pillow when her computer made a noise. She was getting a Skype call from Gwen. Weakly, a smile crept across her face, and she rolled out of bed.

After taking a seat in front of her laptop, Lucy took a deep breath and answered the call. "Heeey, Gwen! Ooh, and Ben, too! Hiii!" Lucy waved into the camera.

"Hey, Lucy," Ben said.

"How are you?" Gwen asked.

"Oh, I'm great!" Lucy said, trying to ignore what had happened just before they called. "What about you guys? How's everything in paradise?"

Gwen looked at her a little skeptically. Lucy thought she was doing a convincing job of acting normal, but the other girl glanced at Ben in a way that made it seem like she was trying to silently communicate her suspicions with him. However, she said nothing about it. "We're great, too. Aren't we, Ben?"

"We sure are," Ben agreed, putting his arm around Gwen and pulling her a little closer to him.

A much more genuine smile flashed across Lucy's face as she saw the two of them acting close like that. "Oooh, you guys are so _cute!_ "

"Oh, come on…" Ben said. He took his arm off of Gwen and the two of them scooted away from each other a little, looking slightly embarrassed.

Lucy giggled in response. After she stopped, she noticed Gwen was looking at her strangely again, and she realized she was letting her smile fade a little. She decided to yawn and stretch to make herself seem more relaxed, hoping that might throw Gwen off.

"So, Lucy. Ben and I were gonna go to the mall a little later. You wanna come?" Gwen asked after a few more minutes of small talk.

Lucy gasped excitedly. "Really? Can I?" Since Ben and Gwen had started dating, Lucy had been giving them plenty of time to be alone together. She'd mostly been hanging out with only one of them at a time, or with both of them just after school at one of their houses. She hadn't had a chance to really see them doing couple things yet, so tagging along on their date to the mall sounded like the most fun thing in the world to her.

"Yeah, of course you can," Ben agreed.

Lucy clapped her hands together. "Ooh, I'd love to!"

After agreeing on a time, they said their goodbyes and hung up.

Even though Lucy had been faking it at the start of the call, she was now thoroughly excited, her earlier despondency nearly forgotten.

 _Ooh, I just can't wait!_

* * *

"Hey, did Lucy seem a little down to you earlier?" Gwen asked, walking hand in hand with Ben towards the mall.

"Yeah, definitely," Ben agreed. "Not nearly crazy enough. Something's definitely up."

"I thought so too. She seemed kinda sad."

"Is that why you invited her on our date?"

Gwen nodded. "I figured that would cheer her up. You don't mind, do you?"

"Nah, I was gettin' kinda bored with you anyway," Ben teased.

Gwen smiled and made an indignant noise before punching him in the shoulder. "Well too bad. You're stuck with me now."

For a good portion of the walk, the two of them didn't see many other people around, so they managed to avoid getting too jumpy about getting caught holding hands. Gwen in particular was enjoying that fact, which was why most of her focus was devoted to hiding just how happy she was. On the outside, she wore a contented smile. On the inside, fireworks were going off in her head just from feeling his hand in hers.

"You don't think Lucy's gonna feel like a third wheel, do you?" Ben asked as they neared the mall.

"Uh...I hope not," Gwen said. "I mean, by definition, that's _exactly_ what she's doing, third wheeling. But, like, it seems like she _really_ wants to see the two of us being...couple-y."

Ben chuckled. "Yeah, she does seem weirdly into that."

"...Plus, it'll be kind of a relief for us, you know?" Gwen said quietly. "It'll be nice to be able to be together like this in front of someone we know for once."

Ben nodded. "Yeah. That's true."

Gwen smiled, but her statement reminded her that they were holding hands in public. By then, they were at the edge of the mall parking lot, and she could see lots of other people. "Um...Let's stop for now, though," she said.

"Oh...right," Ben agreed, letting go of her hand.

Gwen's heart sank a little, but she reminded herself that she'd be spending the rest of the day with him anyway. Even if they weren't brave enough to hold hands together at the mall, they were still on a date. "You see Lucy anywhere?" she asked, looking around the parking lot.

Ben looked around too. "Nope. But I suspect she'll pop up out of nowhere when we least expect it."

"But if you expect her to pop up when you don't expect it, won't she never show up? Or does that mean you'll no longer expect it, so she will show up?"

"...It's too early in the day for paradoxes."

"It's, like, three in the afternoon."

"It's _always_ too early in the day for paradoxes."

Gwen laughed. "Spoken like a true doofus."

Despite Ben's prediction, Lucy didn't pop out of nowhere. Instead, they found her waiting inside the mall just past the entrance. She didn't notice them yet, and she was just standing there smiling and humming to herself as she rocked back and forth slightly.

"Lucy!" Gwen called out to her, waving to get her attention.

When Lucy noticed them, she waved back. "Helloooo, Bwen!"

"Bwen?" Ben and Gwen asked in unison, glancing at each other in confusion as they approached her.

"It's your shipping name!" Lucy said happily.

Ben and Gwen facepalmed simultaneously.

Lucy giggled, clapping her hands together. "So! Where to first? Romantic seaside getaway? Scary movie that makes her cling to you? Tunnel of love?"

"None of those are really 'mall' things, Lucy," Gwen pointed out.

"Well, this mall _does_ have a movie theater. I'll have to leave a note about the tunnel of love in the suggestion box, though," Lucy said, putting her hand to her chin and nodding thoughtfully.

"Let's just walk around and see where we end up for now," Ben suggested.

"Ooh! I know!" Lucy hopped over next to him and leaned in to whisper in his ear.

An embarrassed expression appeared on Ben's face. "Uhh, no, no, I don't think should...do that."

"What? What did she say?" Gwen asked.

"Nothing! Don't worry about it."

Gwen wore an unamused expression.

 _I bet she suggested something pervy._

Lucy giggled. "Alright, your loss! Now, let's get going," she said as if she were about to lead the way. However, she just stood there, looking back and forth between Ben and Gwen with an expectant look on her face.

"What? What is it?" Ben asked.

"Well? Aren'tcha gonna hold hands?" Lucy asked.

Ben and Gwen looked at each other skeptically, then turned back to Lucy. "That's...kinda weird," Gwen said.

"Oh come on, I know you've done it," Lucy argued.

"It's not _that_ ," Gwen explained. "It's just...doing it for you, while you... _observe_ us...It's kinda weird," she repeated.

"Ugh, _fine_. Here, I know," Lucy said, skipping between her and Ben and taking each of them by the hand. "Perfect! Let's-a go!"

Ben and Gwen gave each other another look, but decided to just go with it for now. Linked in a chain, the three of them walked further into the mall, with Lucy swinging their arms up and down as they went.

Gwen examined Lucy very thoughtfully. She wasn't showing any signs of sadness or of having anything else on her mind. Right now, she looked perfectly content to be holding hands with her two best friends. She may have already forgotten whatever it was that had been bothering her earlier, if there even had been something bothering her. Given Lucy's apparent scatterbrained thought process, it wouldn't have surprised her. But on the other hand, Gwen knew how good of an actor Lucy was. She could usually hide her sadness perfectly, which was part of the reason Gwen was so worried about her. It had to have been something really bad to get her to let her guard down like that, even for a moment.

"Ooh!" Lucy pointed towards something a little up ahead. She let go of their hands and ran forward. What she'd spotted was a kiosk in the mall concourse selling little trinkets. When Ben and Gwen caught up to her, she took a necklace off the rack and held it up for them to see. "This is _so_ pretty! Ben, you should totally buy it for her," she said, gesturing to Gwen.

Ben looked at the necklace, then turned his attention to Gwen. "Uh...do you want me to?"

Gwen shook her head. "No, it's alright. Besides," she said, pulling her locket out from beneath her shirt. "I already have a necklace." She smiled warmly to herself as she held the locket Ben had given her in her hand.

"Oh yeah!" Lucy said, turning to Ben and abruptly shoving her hand down his shirt.

"Whoa! _Hey!_ " Ben complained.

"Lucy! What do you think you're doing?!" Gwen said, completely baffled by her actions.

Lucy didn't answer. Instead, she pulled out Ben's locket, then reached out and grabbed Gwen's with her other hand. She held them both up, staring at them. "Sure is nice…" she said wistfully.

Behind Lucy's smile, Gwen could see envy in Lucy's eyes. Gently, she put her hand in Lucy's, covering up her locket. "Hey, uh...How about we get something to eat? My treat," she suggested.

Lucy snapped out of it almost immediately, letting go of the lockets. "Okay!" she said, turning and skipping away. Ben and Gwen rehid their lockets, then moved to catch up with Lucy.

 _Something happened right there. What is she thinking?_

At Ben's suggestion, all three of them ended up getting freshly baked cinnamon rolls. Ben and Gwen sat next to each other on a bench as they ate. Lucy paced back and forth in front of them, telling them some story that wasn't coming out well because she kept stuffing her face and talking with her mouth full.

In the middle of her story, Lucy suddenly stopped pacing. She glanced between Ben and Gwen and gave them a very smug smile. "Oh my. Holding hands in public? How _lewd_."

Gwen hadn't realized it, but she and Ben had their hands laced together on the bench between them. Quickly, they pulled their hands apart and turned slightly away from each other, blushing.

Lucy giggled. "You two are just the _cutest!_ "

The rest of their trip to the mall was filled with similar incidents. Ben and Gwen tried to keep their PDA to a minimum out of both embarrassment and fear of getting caught, while Lucy enjoyed seeing them act that way and took every opportunity she could to tease them about it.

On their way out of the mall, Lucy was again holding hands with both of them when they passed by a photo booth. Lucy stopped in her tracks, gasping excitedly.

"There! We're going in there!" she said, pulling them along.

"A photo booth? Like, for couples? Do people even really do that?" Ben asked skeptically.

"Ben's right, it seems a little cliché," Gwen said.

"What's wrong with that? I _love_ clichés!" Undeterred, Lucy pulled them into the booth with her. The three of them sat down together on the bench inside, with Lucy still in the middle. "Okay, let's see here…" Lucy began fiddling with the console in front of them, selecting the camera settings.

Gwen shared a hesitant look with Ben. This seemed like a weird idea to her, and he didn't seem particularly into it either.

"Alright! Saaay _cheese!_ " Lucy declared, leaning back into the bench to pose with them. Ben and Gwen smiled as the camera began snapping pictures. "Hey, why do people say 'cheese' when taking photos? Do humans just really like cheese or something?"

Gwen furrowed her brow. "What? No, it's-"

"They're printing!" Lucy said excitedly as a strip of photos slid out of the console. She reached out and grabbed them, holding them up so they could all see.

The first couple photos showed Lucy making funny faces while Ben and Gwen grimaced. But in the photos that were taken while Lucy was asking about cheese, she had her mouth open and was putting her hand to her chin, appearing as if she were discussing deep philosophical matters. The last few photos had Ben and Gwen turning towards her, looking confused.

Despite being rather unenthusiastic about this at first, looking over the pictures made Gwen crack up. Something about the way they seemed to tell a story as just a few snapshots in time was funny to her. Ben seemed to find it amusing to, and he joined in on the laughter.

"See? What did I tell ya?" Lucy asked.

"You wanna do another round?" Ben suggested.

"Yeah!" Lucy handed him the strip of photos, then leaned forward to change the settings again.

Lucy's positive attitude was infectious, and Gwen actually ended up having a lot of fun. Also, being in a private little booth meant she and Ben didn't need to worry about being seen by someone they knew. Before long, all three of them were making funny faces and striking dramatic poses while the camera took round after round of photos.

At one point, right before the camera took a picture, Lucy turned and gave Gwen a kiss on the cheek.

"Hey! Why-?"

Gwen barely had time to complain before Lucy turned and did the same to Ben.

"Whoa, what-?"

Gwen would've been more annoyed with her, but seeing the shocked look on Ben's face made her laugh, and Ben seemed to take it pretty well too. Then, she and Ben shared a look and somehow knew they both had the same idea. As Lucy posed for the next photo, Ben and Gwen leaned in from either side and gave her a kiss on both cheeks at the same time. Lucy gasped excitedly just a the photo was taken.

When the session timed out, the photo booth spit out another strip of photos. Lucy immediately seized it and looked through them, giggling. "These came out _great!_ "

"Oh, god. I don't even wanna look at them," Ben said, laughing in embarrassment.

Gwen chuckled, feeling the same as Ben. "You can go ahead and keep those ones," she said to Lucy.

"Can do!" Lucy agreed, seeming all too happy to oblige.

As they walked out of the mall together, Lucy was going through the photos some more. She stopped on one in particular, and Gwen leaned over to see which one it was. Unsurprisingly, it was the one with Ben and Gwen kissing her. The look on her face showed more happiness than she'd shown in a very long time, and that was saying something.

"That's a keeper," Lucy said.

Gwen smiled to herself.

 _Well, I guess that cheered her up._

* * *

The three of them went back to Ben's house after the mall. When they got there, Ben unlocked his front door and stepped inside. Immediately afterwards, Lucy charged passed him.

"Comin' in!" she shouted, stopping to do a little twirl in the foyer before she kicked off her shoes. "Carl? Sandra?" she called out, waiting for a response.

"My parents aren't home," Ben said, holding the door open to let Gwen in.

"Ooh, I guess that means-"

" _No,_ " Gwen said, shutting Lucy down before she could make any pervy suggestion.

"Aww, man."

Together, they moved into Ben's living room. Lucy hopped in front of the TV and examined the games Ben had left lying out by the game console. "So, what're we playin'?" Lucy asked.

Ben and Gwen glanced at each other.

 _Now's as good a time as any._

"Um, actually, Lucy...Can we ask you about something first?" Gwen asked.

"Hmm?" Lucy turned back around to face them, tilting her head curiously.

"When were talking on Skype earlier, was something, like, bothering you? I mean, that's how it seemed, anyway." Ben said.

Lucy stood there with a vague smile on her face. She seemed to be waiting for someone to say something else, but when Ben and Gwen continued to look at her expectantly, she responded. "No, I'm fine," she said. Her face didn't show any sides of that not being true, but Gwen was still skeptical.

"Lucy, listen," Gwen said, taking a few steps forward. "Remember that summer you came on our trip with us? How you spent the whole time acting like everything was fine, but really you were freaking out because you were worried about Joel and Camille?"

Lucy waved her hand dismissively. "Pfft, Camille and Joel are fine."

"I know, but, that's not the point," Gwen said. "I...I think you bottle up stuff like that. And that's not good for you."

"You always tell us we can talk to you," Ben chimed in. "You can talk to us, too, you know. I mean, if you want."

Lucy looked back and forth between them. She kept smiling, but she was gradually starting to let the worry show on her face. "I...I…"

Gwen closed the gap between them and took Lucy's hand in hers, looking her in the eyes as she spoke. "Lucy, please. Let us help."

Lucy's smile faded completely. "...Okay," she said quietly after a moment, no longer trying to fake her way out of it.

"Good." Gwen led Lucy over to the couch and Ben sat down in the chair across from them. "So, tell us what's bothering you," Gwen said.

Lucy shifted uncomfortably and gave them an awkward smile. "It's...no big deal, really. It's just...I don't think Camille and Joel are very happy with their new jobs."

Ben furrowed his brow. "Their new jobs? What do you mean?"

Lucy looked off into space for a moment before continuing. "Joel was a Plumber. When he and Camille got together, she started helping him out with that too. After they adopted me, they thought they could keep that up. But they couldn't. After their last mission went on for months longer than expected, they realized they couldn't be Plumbers _and_ raise a kid." Lucy sniffled a little and wiped a tear from her eye. "Camille's only sixteen years older than me, you know. And Joel's only a little older than her. I don't think they were ready to have a kid, really. They kinda had to drop everything for me. I...I just...I really screwed up their lives, you know?" Lucy couldn't keep it together any longer. Her voice started to tremble as she finished her sentence, and tears began streaming down her face.

"Hey, hey…" Gwen said in a soothing tone of voice, leaning forward to embrace her. It reminded her of two years ago. She'd spent the whole summer completely unaware of how much Lucy was worrying about her surrogate parents. Now, once again, it turned out Lucy had been hiding some serious concerns about them, all while acting as upbeat and energetic as ever.

 _How does she do it?_

As Lucy sobbed quietly into her shoulder, Gwen turned to Ben and shot him a look that said ' _Well? Do something, Doofus!_ '

Ben seemed just as shocked about the whole thing as Gwen was. He raised his hands questioningly and mouthed ' _What am I supposed to do?_ '

' _I don't know! Anything!_ ' Gwen mouthed back.

Ben hesitated a moment, then took a deep breath. "Lucy," he said, getting her attention.

Lucy leaned back out of Gwen's embrace and looked at him, sniffling.

"I realize that, by this point, you probably know Joel a lot better than I do," Ben said. "But I think I have a good idea of what he's going through, with having to give up being a Plumber and all." Ben lifted his left arm and stared at the slightly discolored patch of skin on his wrist. "When I lost the Omnitrix...it was rough. I still miss it. And I hate knowing that I don't get to be a hero anymore, or have cool adventures and fight aliens like I used to."

Ben's confession had Gwen's full attention. She knew he felt this way, but she usually wasn't able to get him to talk about how he felt about it like this.

"But...it doesn't really matter. Sure, I have to accept that my life will be more... _normal_ from now on, but…" He turned his head toward Gwen. "I still have the people I care about most. And I get to spend my normal life with them."

"Ben…" Gwen said softly, touched by his sentiment.

Ben turned back to Lucy. "I bet Joel feels the same way. No matter what he lost when he gave up being a Plumber, he still has Camille, and he still has _you_."

Lucy looked as touched as Gwen was. She stared at Ben, and through her tears, she actually began to smile a little.

"And, for what it's worth," Gwen added. "We're really glad Joel and Camille took up regular jobs, because if they hadn't, they wouldn't have moved to Bellwood. And we're _so_ grateful to have you here with us now."

Lucy's smile grew wider, and the tears she was wiping from her face turned to tears of joy. "Thank you," she said. "Really, you guys. That...That means a lot to me."

Gwen turned and gave Ben a nod, trying to tell him she was proud of him. Ben just scratched the back of his head, embarrassed. He didn't open up like that very often.

"Okay!" Lucy suddenly said loudly, clapping her hands onto her thighs before hopping to her feet. "I feel a lot better now, thank you." She moved across the room back to the TV and grabbed a controller. "So, for real this time, what're we playin'?"

* * *

"What're you gonna major in when you get to college?" Gwen asked. She and Ben were out for a little stroll through the park. The conversation hadn't been about school or college plans up until that point, but it had been on her mind, so she decided to ask him about it.

"Gwen, we haven't even started high school yet."

"I know, but it's never too early to think about it."

"Sometimes it is, Dweeb."

Gwen punched him in the arm.

"Hey!" Ben complained. "You know, I thought you'd stop doing that once we started dating."

Gwen laughed. "Being my boyfriend doesn't get you out of being my cousin."

"Yeah, that's a normal sentence," Ben said sarcastically. Then a mischievous smile crept across his face. "Well, if that's how it's gonna be…" He came up behind Gwen and put her in a headlock, giving her a noogie.

"Ow! Quit it, Doofus!" Gwen wiggled out of Ben's gripped, then spun around and tried to roundhouse kick him. However, Ben managed to block her kick, grabbing her by the ankle. Gwen looked at him in surprise.

"Oh, please. Like I've never fought you before." Ben lifted Gwen's leg up to throw off her balance.

"Whoa!" Gwen started to fall, but she grabbed Ben's hand on the way down, pulling him with her. When they landed, Ben was on top of her, holding herself up with his hands on the ground on either side of her. Their faces were dangerously close.

This had happened before. It was still embarrassing this time, but now, Gwen didn't feel like she had to pull away. As they stared into each other's eyes, Ben slowly lowered his face down further, his lips getting closer and closer to Gwen's. Her breathing became heavy. She wasn't expecting anything like this to happen today.

 _Is this it? Are we finally gonna…?_

But Ben froze. Gwen didn't want him to, but she couldn't bring herself to close that final gap either. Instead, they just kept staring at each other until Gwen remembered where they were. "Public! We're in public!" she frantically reminded Ben, putting her hands on his chest to push him off of her.

Ben rolled onto his back, lying next to her. "Right," he said. "Right, sorry."

Gwen got to her feet and offered her hand to Ben, helping him up. Things felt awkward all of a sudden. After that close encounter, she couldn't think of anything to say.

 _What do we do now?_

"So...can I walk you home?" she offered. It wasn't that late, and they probably could've hung out for a bit longer, but the mood was spoiled.

"Uhh, yeah. Sure," Ben answered. He looked around, then held out his hand.

Gwen looked at Ben's hand hesitantly. It seemed weird to do this right after embarrassing themselves already, but she took his hand and began walking with him towards his house.

 _Kissing._

That's all that was on Gwen's mind as they walked.

 _When are we gonna do it? Or should we even do it? Is it too early? Or should we have started by now?_

She had no idea. It had only been a few weeks since they'd started dating. But they'd known each other forever. But they were cousins. But they were already doing _this_ anyway.

 _What are the rules?!_

She felt silly for thinking about it so much, but she couldn't help it. She and Ben were dating now, like she had wanted. That meant they had to do these things, right?

 _It's not like I'm thinking about sex or anything._

Gwen blushed, turning her head slightly and letting her eyes look Ben up and down real quick. She coughed and turned her head to face forward again.

 _No. Definitely not. Of course not._

She was so lost in thought, she didn't even realize it when they'd reached Ben's neighborhood.

"Uh, Gwen? Shouldn't we…?" Ben asked, trying to slide his hand out of her grip.

Gwen gripped his hand tighter, not wanting to let go. Then she actually processed what he was saying. "Oh. Yeah, yeah. I, yeah, I knew that," she said, letting his hand escape from hers.

When they got to Ben's house, they stood outside his front door, facing each other. They'd been in this situation so many times before. Gwen felt like she should be saying or doing something, but she couldn't figure out what, and it was made even worse this time by their almost-kiss earlier.

"It was fun today," Gwen said, unable to think of anything else.

"Yeah, it was," Ben agreed.

Silence again. Gwen inched forward a little, and Ben looked her dead in the eye.

 _Maybe...now?_

Gwen suddenly realized how fast her heart was beating. She couldn't take much more of this. "Your parents are inside," Gwen blurted out, bringing herself abruptly back down to Earth.

"Yeah," Ben said, nervously scratching the back of his head. They had agreed never to do anything when their parents were around, since they could never know when they might walk in unannounced. "Guess I better head inside, then."

"Okay," Gwen said. "Well, goodnight."

"Goodnight, Dweeb." Ben turned and went inside.

Gwen stood there for a moment, thinking over what had just happened. As she walked home, her thoughts once again turned to kissing. She still had no idea how to figure this thing out. Although, one idea occurred to her.

 _I gotta ask Lucy…_

* * *

 **Author's note:**

Just a little bit of sadness from Lucy, just to make sure no one's too happy for too long. But really, things are going pretty well, all things considered.

Comments:

Phildev: "Huh, as weird as it is, I got an alert saying you updated again (may 23rd). Yet the most recent chapter is still 40. This certainly isn't a compliant, just bringing it up. Also, I hadn't reviewed this chapter before; but it's great! Can't wait for more!"

Sometimes when I upload it takes a little while before the new chapter is actually available. When that happens, just wait like ten minutes.

csgt: "I loved the fluffy Bwen date. They were watching Zootopia, right? I'm already expecting for the awkward first kiss!"

Yep! Good movie. And that's how you can tell Year 4 is around 2016, although the exact date doesn't really matter.

Guest: "I'm really really thankful of you for updating on regular basis so once again a very big THANK YOU :-). I hope to see you finishing this story writing more BWEN stories. Thanks again and I wish you really have a long and happy life."

Same to you, stranger! I haven't decided yet what I'll do once this story is finished, but I might do a continuation or alternate ending at some point.

armandaza: "Yeiiiiiii finally Ben it's accepting his feelings, you are in a good way Ben,maybe I can stop to be mad with you, please love to Gwen and make her happy."

No one can love Gwen more than Ben does, not even me.

avo: "i'm going to cry. i just read the past three chapters in one to and hot damn that was the best confession first date chapters i have ever read. it's so cute? help me i'm going to die"

Oops, I didn't help them. Rip.

Josh Spicer: "Lucy really should've appeared more in Omniverse."

Should've appeared more in the OS, too.

Guest: "As much as I'm excited with the fast updates, I'm kind of dreading the sad stuff that we're yet to encounter. I hope this story doesn't end on a sad note."

[Laughs in author]

Guest: "Happy that they finally got together. I can surely say that you are the best writer in ben 10 fandom and may be one of the best on whole . I just recently got to know about a website called It's a website where you instead of writing fanfiction you can draw a sort of comic. Just wanted to know whether you would be interested in it. ?"

Thanks! Just so you know, fanfiction removes URLs or anything that has a dot in it. You're gonna have to remove the dot if you're trying to show me a website.

Guest: "I just want to start with I love this story so much. Yet when I saw you not updating since last year I got sad. I will not tell you to update because that is what everyone is going to ask you. I am simply going to ask that you don't forget about this story because many fanfic author's make that mistake. Thank you and I love your story."

You're confusing the 'Updated' date and the 'Published' date. I last updated five days ago.

Guest: "Aww..I'd thought Ben was going to walk Gwen up to her bedroom to bone...ughhh I mean nail...No! I mean fuck her in the...I mean tuck her in bed!"

Hey man, you trying to get me censored by Cartoon Network?

justanaverageguy: "Been reading this story off and on ever since I found it a month ago, and I've finally caught up to the release schedule. On the one hand, I'm sad that I can no longer binge-read 3 chapters at once. But on the other hand, I'm glad to be up to date on this story. Love the work you've done thus far!"

Welcome to the 'Waiting for updates' crowd! I hope each chapter from this point on is worth the wait!

avo: "ok i'll say this again because the first time wasn't so explicit: i llove this story. it's very well thought out and the characters and their relationships with each other are very developed. like, lucy both being then bi icon we all the deserve and the MVP our favorite dynamic duo deserve? even though she barely had five minutes of screen time in the original series and was rebooted to be a pretty annoying character in later reboots? 10000/10 i love her. and the climax to the confession and the actual confession itself. um, yes? i love? so frickin well thought out and the emotions are extremely detailed on all three ends of the issue."

Oh good, you didn't die that one time. Thank you so much! I've probably done more for the Lucy fandom than I have for the Bwen fandom at this point, so I'm a little proud of that.

avo: "gotta say though, a little sad for our bi icon being somewhat sidelined by our duo after they got together. but imo i feel like you have something in store for her too, so i guess i'll have to wait! also the fluff. the bwen fluff. oh my bloody moon butt the fluff in this chapter makes me so happy? this is godly. (although you've hinted that you're gonna torture us more but i gladly accept that at this point; 40 chapters was worth it to see them get together and i'm not giving up for some masochistic torture ok)"

Yeah, I'm not done with Lucy yet. She may seem like she's on the sidelines, but she's arguably the main character at this point. And don't worry, I think I have enough fluff in store for you to balance out whatever else might happen.

avo: "on a side note, i went back to read Little Moments and obviously, even if you didn't say it explicitly, there are huge similarities between your story and shadow's. but i feel like yours is way better."

Ha! Hear that, shadows? That's another point for me!


	43. April, Year 4 (Part 2)

**April, Year 4 (Part 2)**

Lucy hummed musically to herself as she skipped down the stairs with a bag of her things slung over her shoulder. Every few steps, she would stop in time with the tune, then skip back up a few stairs before continuing down.

Camille stood at the bottom of the steps, looking up at Lucy with a patient smile on her face. "Lucy, I'm in no hurry, but isn't Gwen expecting you soon?" she said after watching for a minute.

"Hmm? Oh, yeah. I guess you're right. _Hup!_ " Lucy jumped down the remaining stairs, stumbling a bit as she landed.

"Alright, then. Ready to go, sweetie?" Camille asked.

"Yeah, yeah!" Lucy said, nodding enthusiastically. "Wait!" Suddenly deciding she had one more thing to do before she left, Lucy dropped her bag and ran into the other room.

Joel looked up from his laptop just in time to see Lucy coming towards him. "Hm? What-?" He didn't have time to finish before Lucy wrapped her arms around him, squeezing him tight and giving him a kiss on the cheek. "Ah, okay. What's all this for?" he asked.

Lucy smiled brightly at him. "Just for being you," she said before turning back around and running back out of the room.

Back by the front door, Camille was holding Lucy's bag. "All ready now?" she asked.

"Yep!" Lucy stepped forward to take her bag. "Aaaand off to Gwen's!" she said, leaping out the front door. She skipped over to the car in the driveway and held the handle to the passenger side door, bouncing on her feet until Camille walked over and unlocked it.

It was a short drive to Gwen's house. Lucy usually would have walked, but Camille had offered to drive her there since Lucy was planning to sleep over and had to bring some things. When they arrived, Camille pulled into the driveway. Lucy leaned over and gave her a hug goodbye.

"Have fun, sweetie," Camille said to her.

"Thanks for the ride. Love you!" Lucy said as she got out of the car. Waving goodbye once more, she made her way to the front door and let herself in. "Honey, I'm home!"

"Don't call me 'honey.' And this is _my_ home," came Gwen's reply from the next room. After a moment, she walked into the foyer to greet Lucy.

"It _was_ my home for two months, remember?" Lucy said. For some reason, she was in an even more affectionate mood than normal, so she couldn't resist giving her cousin a hug as well. Luckily, Gwen seemed to be expecting it.

"Yeah, yeah," Gwen said with a slight chuckle as she patted Lucy on the back, "So, wanna come up to my room?"

"Mmm, _do I,_ " Lucy said, smiling suggestively.

"Get out."

"No, I'll be good!"

"Fine." Gwen turned and headed up the stairs to her room, and Lucy skipped behind her carrying her bag.

* * *

Gwen and Lucy spent most of the evening helping each other with their homework, playing video games, and just talking. It was nice spending time with her like this, but Gwen hadn't asked Lucy to sleep over just so they could hang out. She had something to ask her, but she'd been putting it off for the last few hours. It was just too embarrassing. But eventually, during a lull in the conversation while Lucy was munching on some chips, Gwen worked up the courage to say it.

"Hey, Lucy...can I ask you something?"

"Sure. What's up?"

"It's about Ben."

"Ooooh!" Lucy was suddenly at full attention, tossing the bag of chips to the side and scooting closer to Gwen. "Havin' a little romantic trouble, eh? Well, ask away! The Love Doctor is _in._ "

"Don't call yourself that. But, anyway..." Gwen toyed with her hair nervously as she picked out her words. "So, how long do people usually wait before they kiss?"

Lucy furrowed her brow. "You and Ben haven't kissed yet?"

Gwen reflexively glanced at her door to make sure it was closed. This was definitely not a conversation she wanted her parents to overhear. "So we _are_ going too slow, then?" Gwen asked quietly, her fears seemingly confirmed.

"No, no, not necessarily!" Lucy said hurriedly. "I mean, I guess you've only been dating since last month. And you're new to this. And you guys _always_ take things slow…"

"Don't rub it in."

"I'm not!" Lucy waved her hands disarmingly. "Well, have you tried kissing him?"

"...Not really."

"Why not? You kiss me."

"No I don't! You kiss _me,_ " Gwen corrected.

Lucy smiled smugly. "And _sometimes_ you kiss _back._ "

Gwen blushed a little. "That's not the point. It's different with Ben."

"Did you ever kiss him before you started dating."

"Why would I have kissed him _before_ we started dating?" Gwen asked, confused.

"You're family."

"Don't remind me…"

Lucy giggled. "So, really? Never? Not even once?"

Gwen was about to confirm that, but then she remembered something. "Well, actually, there was _one_ time…"

Lucy gasped excitedly, scooting even closer to Gwen. "Tell me, tell me!"

"It was at the end of last summer," Gwen began. "Right after we fought Vilgax for the last time. Ben gave up the Omnitrix, and he was almost killed in the explosion. When he woke up, I was just so glad he was alive, and I wanted to thank him for doing something so selfless, and, and…" Gwen realized she was shivering, her whole body shaking at the memory.

"Hey, hey," Lucy said softly, crawling over to Gwen and putting a hand on her back. "It's alright, you don't have to talk about it if you don't want to," she told Gwen in a much more serious tone than she'd been speaking with so far.

"No, no, it's alright," Gwen said, breathing a little heavily, but calming herself down. "Sorry. I don't know where that came from."

"No need to apologize," Lucy said, shaking her head.

"But, like I was saying," Gwen continued, regaining her composure. "Ben and I have never _really_ kissed."

"Has he ever tried to kiss you?" Lucy asked.

Gwen thought about it. "There have been times when I think he _wanted_ to, but I think he was too nervous."

"Then why don't you try to kiss him?"

"...Well, I don't even know _how_."

"Oh, it's easy," Lucy assured her. "Want me to teach you?"

Gwen furrowed her brow. "What? How?"

"You know, practice."

"Practice how?"

"With me!" Lucy said, smiling brightly.

Gwen still took another moment to process Lucy's suggestion. She was shocked when she figured it out. "L-Lucy, no! We can't do _that!_ "

"Course we can! Why not? It's just practice."

"It's, it's because, okay, look…" Gwen held up her hands, getting ready to explain something. "This is another one of those 'Real Life vs. TV' things that you sometimes get confused about. Girls don't _practice kissing_ in real life. That's just a fantasy boys have about what we do at slumber parties."

Lucy smiled smugly. "I practiced with a few of my friends at my old school," she said. "So looks like TV wins again."

"Oh yeah? And how many of those girls were actually into girls?"

"Hm. Well, all of them, I guess."

"...What kind of slumber parties did you _have_ at your old school? Actually, don't answer that."

Lucy laughed, smiling wickedly.

"The point is, maybe _those_ girls were okay with it, but I'm not," Gwen explained.

"Okay, okay, okay, nevermind," Lucy said, waving her hands. "I was just messing with you."

Gwen cleared her throat as she regained her bearings. "You were joking? About all of that?"

"I didn't say I was joking, I just said I was messing with you. I really _did_ practice kissing with my friends. And I actually _would_ be willing to teach you, if you wanted."

"...Well, wouldn't that be cheating?" Gwen asked.

A hopeful smile spread across Lucy's face. "So does that mean you're considering it?"

" _No!_ " Gwen asserted. "I, I'm just, I'm trying to explain why it wouldn't work, that's all."

"Hmm. Well, yeah, I guess you have a point. Darn," Lucy said disappointedly. "I mean, Ben would just think it was hot, honestly. But you're right. Guess we shouldn't 'til we know he's cool with it."

Gwen narrowed her eyes skeptically. "You're not planning to _ask_ Ben if you can practice kissing with me, are you?"

"Well, not _just_ for practice. It would be cool to have the 'okay' from Ben to do it whenever we want," Lucy said with a wry smile. Gwen stared at her with an unamused expression on her face. Lucy giggled. "Okay, fine. But really though, I _do_ wanna help somehow, even if we can't practice."

There was a brief pause. Gwen stared at the floor, embarrassed to ask about this topic further. "Have you ever done it?" she asked.

Lucy make a sound of mock indignation. "My word, what kind of girl do you think I am?"

" _You know what I mean!_ " Gwen said forcefully, blushing at Lucy's fake misunderstanding. "Have you ever _kissed_ anyone. Like, really kissed. Not just for practice."

"Sure," Lucy said. "A few."

"Is it something you can, like, mess up, somehow?"

Lucy swayed her head back and forth as she thought for a moment. "Uh, I mean, I guess you _could._ You'd probably have to be _really_ uncoordinated. But it's easy. Like, seriously, it's _nothing._ You just put your lips to their lips, and maybe do something cool with your tongue."

"Tongue," Gwen muttered aloud. "What do you do with your tongue?"

"Just, like...Here, let me show you…" Lucy leaned her face in closer. Gwen froze, her eyes opening wide in surprise. But before she had time to react, Lucy caught herself. "Oh, right. Darn it," Lucy said, backing away from her. "Augh, I _really_ gotta get Ben's permission to make out with you."

Gwen shook her head, recovering from her shock. "Yeah, don't count on it," she said.

"Well, can I teach _him_ how to kiss, then?"

" _Don't you dare!_ "

Lucy giggled at Gwen's territorial attitude. "Okay, okay, I was just kidding. But not really."

Gwen sighed. "Okay. So it's easy. Got it. But...how do I get him to kiss me?"

"Why don't _you_ just kiss _him?_ "

Gwen shyly averted her gaze. "I...I kinda want _him_ to be the one to do it," she said. "I don't know. Maybe that's unfair. But it would be nice to know he wants to do this. I mean, I _know_ he does, but…"

"Aww, you've got such a pure maiden's heart," Lucy said teasingly. "That's actually _really_ cute, by the way."

"Shut up," Gwen said with a laugh. "But, if he's not gonna do it, I guess I might have to."

"He might do it eventually. Or maybe you could just ask him to."

"I guess," Gwen said. She sighed again. "Well…Thanks for the advice, Lucy. Thanks for the _serious_ parts of your advice, anyway."

Lucy giggled. "Anytime, Cuz."

* * *

It took Lucy a few days to decide whether or not to tell Ben about her conversation with Gwen. After all, Gwen had told her all of that in confidence, so maybe she'd see it as meddling if she tried to do anything about it. However, Lucy also knew how long it took those two to do anything without a little push now and then. And so, a few days after her sleepover at Gwen's, Lucy found an opportunity to be alone with Ben.

They had just gotten smoothies as their last stop, and Ben was walking Lucy home. "So how come you haven't kissed Gwen yet?" Lucy asked casually in between sips.

Ben lurched forward and made a noise like he was about to spit out his mouthful of smoothy. He quickly swallowed, then started coughing.

"Whoa. Easy there, champ." Lucy slapped Ben on the back a few times.

"What?" Ben asked, his voice slightly hoarse.

"Why haven't you kissed Gwen yet?" Lucy repeated.

"What makes you think I haven't?"

"She told me."

"Oh." Ben looked like he was thinking, but he didn't give an answer.

"What's the matter? You don't think she's pretty enough?" Lucy asked.

"What're you, stupid?" Ben responded instantly. "Have you seen her?"

Lucy laughed. "Good answer. You pass."

Ben went back to thinking, so Lucy prodded one more time for an answer. "So why haven't you, then?"

"...I don't know," Ben said quietly. "I just...haven't found the right time, I guess." He scratched the side of his head nervously.

 _So cute!_

"Did you and Julie ever kiss when you were dating?" Lucy asked. She was thinking maybe Ben didn't know how to kiss any more than Gwen did.

"Pfft. Yeah. Of course we did. All the time," Ben said.

Without saying anything, Lucy stared at him with a blank expression on her face.

"What? We did!"

Lucy continued to stare, not changing her expression one bit.

"I'm serious!"

Lucy stared.

"...Alright, fine. We pretty much only ever kissed on the cheek."

"D'aww, you're so cute and innocent!" Lucy giggled, reaching over and flicking him on the nose.

"Ow." Ben rubbed his nose, then sighed. "Should I?"

"If you want," Lucy answered, knowing what he meant. "I'm only asking 'cause Gwen was asking me about it. She seems ready, if you are."

Ben looked like he was considering it. Lucy could understand why he was so hesitant. This was uncharted territory for him, and everything must've been even harder because of his situation with Gwen.

"You mind if I teach her how to kiss?" Lucy asked.

Ben seemed confused. "What? What does that mean?"

Lucy looked him in the eyes. "Exactly what you think it means," she said, raising her eyebrows suggestively.

It still took Ben a moment to figure it out. "Oh. Ohhh! Whoa..."

Lucy giggled. "Yeah. There's a fun mental image for ya. I bet you'll be thinkin' about that again later."

"Lucy…"

"So, can I? I'll even let you watch sometime."

"...I don't have the slightest clue how serious you are, but either way, no. Don't. I...I'd rather our first kiss be with each other. _Just_ each other."

"...Then how 'bout after?"

Ben laughed. "Jeez, Lucy. You really wanna make out with Gwen that bad?"

"Duh! Have you seen her?"

They both laughed. For a few moments, neither of them said anything else while they walked. Then Lucy spoke quietly.

"Hey," she said to Ben.

"Hmm?"

"...I think it's really sweet. The way you want to share your first kiss with each other."

"Lucy?" he said, seeming confused by her sudden change in demeanor.

She wasn't sure why she had the sudden urge to tell him about this, but after taking a deep breath, she continued. "I didn't get to have a meaningful first kiss," she admitted. "I mean, the guy was cute and everything, but I haven't even thought about him since we stopped dating, and that wasn't long after we kissed."

"...Oh."

"So I think it's sweet, what you're doing," Lucy reiterated. "You're taking it slow. You're making sure you give Gwen a really great experience. Something to remember. And she's doing the same for you. It's...really romantic."

"...Thanks, Lucy." Ben looked like he pitied her, but was trying not to show it. "And...I hope your next kiss is better."

Lucy laughed lightly. "Oh, it will be," she declared. "Definitely."

 _I just need to find someone like you…_

* * *

About a week later, Ben and Gwen were out together, another date night coming to an end. It was their third date since Gwen's talk with Lucy, and even though she'd wanted to, she still hadn't been able to kiss Ben yet.

 _But tonight's the night._

However, that was what she'd told herself the last two nights, too.

 _Get it together, Gwen! This is such a stupid thing to get worked up over!_

She was scolding herself as she walked beside Ben, holding his hand tightly. She knew that making a big deal out of their first kiss was only making things harder on herself, but at the same time, she didn't want to take it lightly. This was important, and it had to be done right.

As they were walking past the park, Gwen had an idea. "Wait," she said, tugging on Ben's sleeve to stop him.

"Hmm? What is it?"

"Let's go through there," she said, pointing.

Ben looked confused. "I thought I was walking you home. The park's kinda outta the way, isn't it?"

"Yeah, I know, but...Let's stay out just a little longer, okay?"

Ben shrugged. "Fine with me." He sounded casual about it, but Gwen could tell from his smile that he was happy to spend a little more time with her too.

So, they changed course and walked down the path through the park. Neither of them said much. Gwen was too distracted to, as she was channeling all of her focus into what she was planning to do next.

The two of them approached a bench on the side of the path. Again, Gwen stopped Ben by tugging on his sleeve. "Sit there," she said, pointing at the bench. In her nervousness, she didn't even realize how forceful her command sounded. Ben, however, was apparently used to it, since he sat down without bothering to question it.

Gwen sat down beside him. She could actually hear crickets chirping as the two of them faced forward in silence, things suddenly seeming a little awkward. She closed her eyes and took a moment to gather her thoughts.

"Hey," she said.

"Hmm?" Ben turned his head slightly.

"I...I still can't believe this is real."

Ben furrowed his brow. "What is?"

"This. Us." Gwen leaned forward and fiddled with her hair. "I still don't even know how long I've wanted this. It feels like I was waiting forever, even if I didn't always know it. But...Thank you." She turned to face Ben. From the blank look on his face, she could tell he didn't know what she was thanking him for. "Thank you...for liking me back...for falling in love with me."

"...It's amazing to me, too." Ben leaned back and looked up into the night sky. "I don't think I could've predicted this in a million years. But...I'm really glad we did this."

Gwen reached over and put her hand on his arm, which caused him to turn his attention back to her. They stared into each other's eyes, and ever so slightly, Gwen leaned in closer to him.

 _Oh god, is this it?_

Ben seemed to realize what she was doing, because he began slowly leaning in as well.

 _Oh god, this is it!_

Gwen's heart was beating fast. She braced herself. Any second now, it would happen.

But it didn't.

Their faces lingered, inches from each other. Ben made no further move to get closer to her.

Gwen almost panicked.

 _What do I do? Do I just go for it? Do I try again later?_

They both stayed frozen in place. Gwen had no idea what Ben was thinking, but if he wasn't gonna do something, she'd have to. Before long, this moment would pass, and it would be too late.

"Oh for god's sake, Doofus. Will you just kiss me already?"

Ben flinched, taken aback by Gwen's sudden outburst. "Oh. Um. Okay."

Gwen sighed. "Finally." She leaned forward and closed her eyes. "Do it," she said. "Just-" She was interrupted by Ben's lips pressing against hers. Her eyes shot open, surprised despite knowing it was coming, but she quickly closed them again so she could savor the moment.

After what seemed like an eternity, they broke off their kiss, leaning away from each other. Gwen stared at Ben, wide-eyed like she was shocked about something.

"Was that...okay?" Ben asked.

Gwen nodded. "Yes. Yes, that was fine."

"...You know, you can be really hard to read."

"That's only 'cause you're an idiot," Gwen said, leaning in to kiss him again.

* * *

Ben was feeling pretty proud of himself. After making out with Gwen in the park for a little bit, he'd walked her home and then they'd kissed once more on her doorstep. He couldn't believe it. And according to Gwen, he didn't suck at it, which he thought was a very good compliment by Gwen's standards.

Not long after he'd left Gwen's neighborhood, as he was passing by an intersection, Ben heard the sound of humming and footsteps coming from down the road to his side. It was weird to run into anyone else walking around this late in Bellwood, so he planned to ignore it and speed up his pace. However, curiosity got the better of him, and just before he went around the corner, he turned his head to see who the other person was.

"...Lucy?" It was hard to see her from so far away in the dark, but he'd recognize her anywhere.

"Hm? Oh, Ben!" The blonde girl smiled excitedly when she spotted him. With a few graceful skips, she quickly closed the gap between them.

"Uh...what are you doing out so late?" Ben asked her. She was standing very close to him, smiling smugly in a way that made Ben assume she already knew everything.

"Why, I was just on my way to pay a visit to our mutual acquaintance, Gwendolyn," Lucy said in a fake posh accent. "You see, I recently received a bit of news from her that was _quite_ intriguing. Indubitably. Haute couture."

"Now you're just saying words."

"Okay, fine. You freaking _kissed_ her, man!" Lucy said loudly, excitedly shoving Ben with both hands. "Congrats!"

Ben laughed as he stumbled back from the force of her shove, although he still glanced around nervously, irrationally afraid that his parents might pop out of nowhere and overhear this. "You already know?"

"Duh. I know everything. All the time."

"Wait. You weren't spying on us again, were you?"

"I _wish_. But no, Gwen texted me."

Ben had mixed feelings about that. He wasn't sure if he should be glad that Gwen was happy enough to tell someone immediately afterward, or if he should be worried that she was spreading it around so quickly. However, he figured it would be fine if it was just Lucy.

"Come, dear Benjamin," Lucy said, slipping into her posh accent again as she grabbed on to his arm. "We have much to discuss."

Ben shrugged and resumed walking home, now with Lucy clinging to him like he was leading her through the mall again.

"So, how was it?" Lucy asked.

"How was what?"

"Oh, y'know, the weather. _Tell me about the kiss!_ "

Ben laughed. "Okay, okay. I don't know, it was...great, actually. I, uh, I didn't really expect it to happen tonight. And I was kinda surprised when she told me to kiss her. But, I don't know, I guess we've _almost_ done it so many times now that she just kinda got fed up with it."

"How long did you kiss her for?"

"What? I don't know, not too long. We were both really worried about someone seeing us."

"Did you do anything...else?"

"Like wha...Lucy, no."

"Aww...but still, you kissed her!"

"Yep. I did," Ben said proudly.

As they walked to Ben's house together, Lucy made him recount his entire date. When he got to the part right before their kiss, she made him retell that part anyway, even though she already knew about it. Hearing about it a second time made her squeal with happiness as if she were hearing it for the first time again. Without warning, she started jumping up and giving him kisses all over the side of his head.

"Whoa, whoa, hey, hey, Lucy!" Ben laughed as he tried to wiggle free. His hand eventually made contact with her face and he managed to push her away from him.

Lucy giggled as she settled down. "Sorry. All this 'kissing' talk just got me in a real kissy mood is all."

A moment later, they arrived in front of Ben's house.

"Well, here we are, good sir. Now, if you'll excuse me, I must go interrogate your partner in crime," Lucy declared, letting go of Ben's arm.

"Wait," Ben said as she was turning to walk away.

"Hmm?"

"You're going to see Gwen now?"

"That's right!" Lucy confirmed. "This story is just so juicy, I _gotta_ hear both sides of it."

"Well, she'll probably be asleep by the time you get there, right?" Ben said, glancing at his watch. It had already been quite late when he dropped Gwen off at her house, and now it was even later.

Lucy placed a finger on her chin thoughtfully. "Hmm. I guess. Well, I guess I'll go annoy her tomorrow instead."

"You wanna stay here tonight then? It's kinda late to walk home."

Lucy smiled and gave an extremely exaggerated gasp. "Ben! You _scoundrel_. You just got done kissing one girl, and now you wanna spend the night with another one?"

"I meant in the spare room, Lucy!"

Lucy laughed. "I know, I know. Your parents won't mind, right?"

"Course not, they love you."

"I know. _Everyone_ loves me." Lucy pulled out her phone and rapidly typed out a message. "Aaand, there. Now Camille knows where I've disappeared to."

"Okay, great. Come on in." Ben stepped up to his front door and opened it as quietly as he could, not wanting to wake his parents up. Lucy followed him inside, holding up her hands in a finger gun like she was a secret agent on a covert mission. Together, they made their way upstairs to the guest room. Again, Ben opened the door quietly and gestured for Lucy to head inside. "Good night," he said.

Lucy gave him a quick hug and one last smooch on the side of the head. "Proud of you!" she said, slipping past him into the room. "Night!"

Ben laughed quietly. "Thanks. See you in the morning." After shutting her door, he made his way over to his own room.

As he got ready for bed, his mind turned back to thoughts of Gwen. He still couldn't believe what they'd done. Describing the whole thing to Lucy had further solidified it in his mind. He was happy about what he and Gwen were doing, and he didn't ever want it to stop.

 _Wow. I'm weird._

* * *

The next morning, Gwen slept in much later than usual. Part of it was because she didn't get to bed until late, but part of it was because of how blissful she'd felt the night before. The memory of her first kiss was still fresh in her mind, and it had resulted in some very pleasant dreams.

When she woke up, she went downstairs. "Morning, Mom," she said, finding her mother in the kitchen.

Natalie looked at her questioningly, then glanced at her watch. "Good morning, Gwen. Would you like something for breakfast?"

"Yes, please. Thank you," Gwen said, careful as always to be polite with her mother. She sat down at the table as her mother stood up. Propping her face up with an arm on the table, she sat there staring into space, wearing a satisfied smile as her mind drifted back to memories of her date with Ben.

"You were out rather late again last night, weren't you?" Natalie asked, cracking eggs over a frying pan.

Gwen didn't realize her mother was talking to her for a moment. "Uh, yeah, I was. Sorry about that."

Her mother wasn't looking at her, but the look on her face was clearly one of disapproval. "You really shouldn't stay out quite so late. Even Bellwood can get dangerous at night."

"Well, I didn't get a black belt for nothing," Gwen pointed out. Her mother turned to look at her, and Gwen shrunk under her gaze.

Natalie sighed and went back to her cooking. "I'm sorry. I just worry about you."

Gwen relaxed a little. "It's okay. I wasn't walking around alone or anything. I was with Ben all night." As soon as the words left Gwen's mouth, she started panicking inside. Logically, she knew that statement wasn't suspicious. At this point, it was no secret that she spent most of her free time with Ben. But somehow, she still felt like her mother might be able to piece together what was really going on.

Gwen tried to act natural, keeping a straight face as Natalie glanced over at her again. "What were you and Ben doing so late?"

The question sounded casual enough, but Gwen got the feeling her mother was probing. Since she sure as hell couldn't answer truthfully, she quickly tried to think of a lie. "We were, um...arguing." Given her history with Ben, she knew that would be believable.

Natalie eyed her daughter curiously. "Arguing? What were you arguing about?"

Gwen regretted her lie immediately, since now she had to think of a follow-up lie. She decided to keep it vague. "Um, nothing important, really."

"Well it was important enough to keep you out late," Natalie said.

Gwen felt like she was in an interrogation at this point, but she had to keep going. If her lies failed here, then her mother might figure out the truth somehow. Gwen opened her mouth, but no words came out. She felt tremendously pressured in a way she hadn't expected, and it was paralyzing her.

Natalie didn't say anything for a moment as she scrambled the eggs in the pan. "Have you and Ben gone back to fighting again?" she asked.

Gwen calmed down when her mother asked that question. There was something in her voice that let Gwen know she wasn't in trouble. Her mother thought she was fighting with Ben again, and that was concerning to her. "N-No!" Gwen said quickly. "It's nothing like that. We, um, we've already made up and everything. It was just a little argument, that's all."

Natalie nodded. "So you're still on good terms, then?"

"Yes," Gwen said, smiling a little to herself. "Very good terms." She once again felt instant regret at the way she'd said that. Her mother set her gaze upon her, looking more suspicious than ever all of a sudden. In a panic, Gwen reached into her pocket and pulled out her phone, pretending to be distracted by something so she wouldn't have to look her mother in the eye. She hoped the guilt wasn't too obvious on her face.

Natalie came over and placed a plate of eggs on the table in front of Gwen. "Is there...anything _else_ you'd like to tell me?"

Gwen shook her head. "No, Mom. Thanks for breakfast," she said with a forced smile, picking up the fork and beginning to eat.

Natalie definitely still looked like she suspected something, but she didn't press the matter any further. "You're welcome," she said before leaving the room.

Gwen waited a few moments, listening for her mother in case she came back into the kitchen. When she didn't, Gwen exhaled, not having realized she'd been holding her breath.

 _Oh my god._

Up until that morning, Gwen had been secretly hoping her mother might actually be supportive of her relationship with Ben. After all, she was the one who'd helped her reconnect with him four years ago when she let her go on the summer trip with Max. But now, she had serious doubts about that. Being okay with them being friends probably didn't translate to being okay with them being a couple.

Gwen realized her hand was shaking, the stress of the situation suddenly getting to her. She dropped her fork onto the plate and clasped her hands together, trying to calm herself down.

 _She doesn't know. She has no reason to suspect us._

* * *

Lucy quietly opened the door to Ben's bedroom. "Ben?" she whispered. He was still in bed, fast asleep, so Lucy sidled into the room and closed the door behind her. Creeping up to the side of his bed, she was preparing to do something to startle him awake. But when she got closer to him, she stopped.

 _He's really handsome._

Lucy smiled. It wasn't like she hadn't noticed before, but it still hit her every now and then when she looked at him.

 _Gwen's so lucky._

Kneeling down on the floor, she leaned forward to rest her arms and head on the side of Ben's bed. Last night, she hadn't been able to stop thinking about the news of his and Gwen's kiss. She'd asked Ben about it, but she could tell she wasn't gonna get much more out of him than she already had. Gwen had texted her to inform her, but Lucy wanted a chance to ask her about it too. She wanted to know exactly what Gwen was thinking and feeling at the time.

 _They're_ both _so lucky._

Lucy sighed, deciding to kneel there for a bit. She wanted to wake him up so they could go hang out with Gwen, but she couldn't pull herself away from her thoughts. She'd become fixated on their most recent relationship development. It had happened so soon after she'd talked to them both about how they wanted to do it, so she felt she was somewhat responsible. Perhaps that was why she wanted to make sure it had been alright for both of them. She'd hate it if they thought it had been a mistake or that she'd pressured them into it.

After spending a couple minutes thinking while she stared at him, Lucy realized Ben would probably think it was creepy for her to watch him sleep like this.

 _Guess I should wake him up._

Normally in this situation, Lucy would have a little fun somehow. She considered waking him up by screaming in his ear or by shapeshifting into someone else to pull a prank on him. But for some reason, she didn't feel like it this time.

"Hey. Ben." Lucy spoke softly, gently putting a hand on his shoulder and nudging him until he woke up.

"Hmm...Hm?" Ben woke up and seemed dumbfounded at the sight of her standing over him.

Lucy smiled warmly, taking the look on Ben's face as a compliment. "Morning, sleepyhead."

"...Morning."

"Your parents left somewhere already. You wanna come downstairs? I can make us breakfast," Lucy offered.

Ben narrowed his eyes suspiciously. Lucy couldn't tell if he wasn't awake enough yet to remember she'd spent the night there, or maybe he was expecting some kind of prank.

"You're Lucy, right? Or are you some kinda shapeshifter?"

"Yes. And yes."

"...Oh. Right."

Lucy giggled. "What's the matter? Do I look different?" She struck a pose and flipped her hair, knowing how she must look with the morning light streaming over her.

"No, you just...seemed a bit different, I guess," Ben said. "But, whatever. I'm still half-asleep."

"Alright, then, sleepyhead," Lucy said, smiling warmly. "You finish waking up. I'm gonna go make us something to eat."

"Wait," Ben said, sitting up as Lucy headed for the door.

"Hmm?"

"...Thank you." Ben rubbed his head, clearly still trying to wake up. "What happened last night... I'm gonna do something to repay you."

Lucy felt a surge of pride. It seemed like she was getting the credit for helping them knock their relationship up a notch after all. "No problem, loverboy," she said, snapping her fingers and making finger guns at him as she left the room.

 _I'd do anything for you two._

* * *

Lucy whistled to herself as she skipped down the sidewalk on the way to Gwen's house. She was going to spend the day with Ben and Gwen, which was one of her favorite ways to spend any day. It had been over a week since Ben and Gwen's first kiss. If anything, Lucy had been more excited by it than they were. But while they both tried to play it cool, she could tell the two of them were really happy to have taken their relationship to the next level.

 _Forbidden love...So cool!_

Lucy finished her skipping by hopping up the few stairs of Gwen's front doorstep like she was playing hopscotch, landing with a spin on her last jump. Still with exaggeratedly whimsical movements, she leaned forward and knocked on the door. She stood there for a second before she remembered Gwen was okay with her just letting herself in, at least when she knew Lucy was coming ahead of time. So, she turned the doorknob and barged right in. "Lucy's here!" she declared.

"We're in here," Ben called from the next room.

Lucy smiled at the sound of his voice. He'd gotten here before her, which meant he and Gwen had had a little 'alone time.' Lucy giggled to herself at the implications of that.

"Greetings, my favorite people!" Lucy said as she entered the room.

"Hey, Lucy!" Ben and Gwen said in unison, making Lucy smile giddily at their synchronicity.

"You guys ready to go?" Lucy asked.

Ben and Gwen shared a knowing look.

"Yes, but, uh, there's something we want to give you first," Gwen said. Ben held up a tiny wrapped box.

Lucy gasped. "A present? For _me?_ " Excitedly, she leapt over Gwen's living room couch and charged at them. Before they could even react, she'd pulled them both into a hug/headlock. "Ohhh, you guys shouldn't have! This is so sweet!"

Ben and Gwen managed to unravel themselves from Lucy's grip without dropping the gift. "Geez, don't thank us yet. Maybe we got you a crappy gift," Ben said. Gwen made an appalled sound, lightly shoving him.

Lucy laughed. "Anything you guys give me is something I'll treasure forever. What's it for, anyway? It's not my birthday."

"Well," Gwen said, clearing her throat. "Ben and I were talking the other day. And we decided we had to do something to thank you for everything you've done for us. Especially recently…" she said, glancing at Ben for a moment before looking away and blushing.

Lucy giggled. "You mean when you guys _kiiiissed?_ "

"Shut up," Gwen said.

"Ohhh, I didn't really do anything there," Lucy said, waving a hand dismissively. "You guys did all that on your own."

Ben glanced at Gwen before responding. "Well, irregardless-"

"Regardless," Gwen corrected. "The 'ir-' doesn't mean anything."

Ben sighed. "Dweeb… _Regardless_ , we wanted to thank you. So, we got you this." Without anymore fanfare, he held out the present.

Lucy snatched it out of his hands and ripped the wrapping paper off immediately. Once the small box was uncovered, she opened it. When she saw what it was, she froze in disbelief. "Is this…" Amazed, she reached inside and held it up. It was a gold locket, identical to the ones Ben and Gwen secretly wore at all times. "It's just like…"

"Yep!" Gwen said. "It's just like ours." She and Ben both pulled out their lockets and held them up.

"Except one thing," Ben said. "Open it."

Lucy did as instructed. Inside the locket was the picture the three of them had taken in that photo booth at the mall. Lucy was in between them, looking surprised as Ben and Gwen kissed her on both her cheeks simultaneously.

"We managed to swipe it from your photo album to make a copy," Ben explained proudly.

"It...it...it…" For once, Lucy was at a complete loss for words. She started to tear up as she gazed at the photo of her and her two favorite people.

"You mean a lot to us," Gwen said. "We thought this was a good way to say that."

"So, do you like it?" Ben asked.

"I _love_ it!" Lucy lurched forward and pulled Ben and Gwen into another group hug, overwhelmed by the emotions sweeping through her. "I love you guys," she managed to say.

Ben and Gwen each put an arm around her and spoke in unison. "We love you, too."

* * *

 **Author's note:**

They kissed! Can you believe it? You didn't even have to wait another 40 chapters, either!

For my replies to your comments, go here: gojaimas dot tumblr dot com/post/174508383111/chapter-43-comments


	44. July, Year -2

**July, Year -2**

"This is gonna be _so awesome!_ " Lucy squealed as she slid up the ramp into Camille's ship, carrying several bags in her large purple arms.

Camille smiled at her. "Got everything, sweetie?" she asked.

"Yeah yeah yeah!" Lucy dropped her bags onto the floor as the door closed behind her. "I'm ready, I'm ready!" she cheered.

Camille nodded. "Alright. Now," she said, beginning to change shape. First, she shrunk down, her form becoming smooth and humanoid shaped. Then, she changed color, effortlessly taking on the appearance of a casually dressed human woman. "Have you picked out your human form?" she asked Lucy.

"Yeah yeah! Watch!" Closing her eyes, she pictured her human self in her mind, and with a little effort, she began to shapeshift as well. She'd been practicing for months, but she wasn't as skilled as Camille, so it took some time to get it right.

 _She makes hair and clothing look so easy..._

But before long, she'd compacted her body and shrunk down into the shape of an eight year old human girl with blonde hair, blue eyes, and two lines of freckles on each cheek that gave her the appearance of having whiskers. The clothes she'd picked out were a red skirt and a black sleeveless shirt with a white star on it. Once she was finished shapeshifting, she opened her eyes and examined her hands, smiling proudly. "Ta-da!" she declared, doing a little spin. "Whaddya think? Pretty good, right, Camille?" she asked, eager for her cousin's approval.

"Very nice!" Camille said. "You'll fit right in on Earth."

A huge grin spread across Lucy's face at Camille's words, and she clapped her hands excitedly. "Yay! I'm gonna be an Earth girl!"

"How did you come up with this shape?" Camille asked curiously.

"Ooh!" Lucy bounced over to her bags, unzipping one of them and rifling through it. When she found what she was looking for, she bounced back over to Camille, clutching a comic book in each hand. "I _love_ this one," she said, holding up a 'Teen Titans' comic with Wonder Girl on the cover. "But like, also _this_ one," she said, holding up a 'Justice League' comic with Stargirl on the cover.

Camille laughed. "You sure do love those superhero things," she remarked.

"Hmm, hmm," Lucy nodded in agreement. "They're awesome! Can we get more comics when we get to Earth? And more DVDs? And more video games? And, and, and…" Lucy tried to think of everything she wanted to get while she was on Earth. Camille had managed to send her plenty of media, but there was still so much to see.

"Of course. We can get anything you like," Camille offered. "Have you really gone through everything from the last batch I sent you already?"

"Mhmm!" Lucy nodded proudly. "I can't get enough of it. Everything on Earth is so fun, I just wanna see it all!"

"Well then see it all we shall," Camille said with a smile. "Now why don't you put that stuff away while I start our takeoff?"

"Okay!" Lucy grabbed her things and skipped off around the corner. She found it difficult to carry so much stuff now that her body was much smaller, but she decided not to shapeshift any extra arms as practice for doing things as a human girl. Camille had told her they'd have to stay in disguise for the whole visit, and the last thing Lucy wanted to do was make trouble for her. She didn't fully understand everything about the situation, but she knew Camille was taking a lot of risks already.

When Lucy got back to the cockpit, Camille was seated at the controls preparing for takeoff. "Ready to go?" Camille asked.

Lucy gasped. "Can I drive? Can I? Can I?"

Camille laughed. "How about you just press the button to engage liftoff?

"Yay!" Lucy leapt with joy.

"Take a seat, copilot." Camille gestured to the seat next to hers.

Lucy hurriedly sat down and strapped in. She was so excited, she couldn't stop herself from bouncing in her seat.

"Ready when you are, sweetie," Camille told her.

"Which one do I press?"

"This one right here."

Lucy immediately slammed her palm down on the button Camille was pointing to. All sorts of beeping and whirring sounds told her the ship was starting to take off.

"It's gonna feel a little weird once we hit escape velocity and the g-forces really kick in, but just try to lean back and relax until we're out of the atmosphere."

Camille's warning was unnecessary. Lucy wasn't scared at all. Nothing could've wiped the smile off of her face at that moment. As their spaceship launched, she screamed like she was riding the greatest roller coaster ever built.

"Again! Again!" Lucy cheered once they'd reached orbit.

Camille smiled. "You've never been off the planet before, right?"

Lucy shook her head.

"Well then, enjoy the view." Camille steered the ship to turn it around, bringing their homeworld into view.

Lucy gasped in awe. " _Woooooow!_ "

Camille chuckled. "That's nothing. Wait 'til you see Earth. It's much bigger." She waited a moment while Lucy took in the sight, then turned the ship back around to get back on course.

"Is it gonna be difficult to get there?" Lucy asked.

"No, not really," Camille said. "Earth is really out of the way. Not even the irken or the gromflomites bother with it, so we don't have to fly through any enemy space. Frankly, I don't get why Lenopa even cared about Earth to begin with."

Lucy nodded, even though she didn't really understand.

Camille pulled up a map on one of her control screens. She tapped it a few times, and some lines appeared on it that looked like it was charting a course.

Lucy suddenly became excited again. "Are we gonna go hyperspace to get there?"

"Yep," Camille said as she flipped a few switches and hit some buttons. "We're all set to go FTL now."

"Can I press the button again?"

"Be my guest! It's this one right here."

" _Wahoooo!_ " Lucy cheered, slamming her fist down on the button.

* * *

" _Wooooooow!_ " Lucy exclaimed as Earth came into view. As soon as she could, she unstrapped herself from her seat and rushed over to the window, pressing her face up against the glass. It looked nothing like her home planet. It was green and blue instead of ugly browns and purples. White clouds swirled around it, rather than the constant grey rain clouds they had. Water covered most of the planet's surface. It looked warm and inviting, like it must be teeming with life.

Lucy felt Camille's hand on her shoulder. "Beautiful, isn't it?"

"Yeah," Lucy said, still in awe.

The two of them stood side by side, staring at Earth for a while as they slowly drifted towards it.

 _Incredible._

"Before we land, I have a present for you," Camille said.

"Ooh, goody! What is it? What is it?"

Camille reached into her pocket and pulled something out. "Hold out your hands." Lucy did as instructed, and Camille placed an object in her hands.

"What is it?" Lucy asked, studying it.

"It's a phone. An Earth phone."

Lucy gasped. "So cool! Can I try it? Can I call you? What's your number?"

Camille laughed. "My number's already in there. But it won't work up here. It needs cell towers. Wait until we land."

After entering Earth's atmosphere and going through the landing procedure, Camille's ship touched down in a wide open, grassy field. Lucy ran over to the exit door and started hopping up and down, waiting for Camille to open it and extend the landing ramp. "Come on! Come on! Camille! Let's go! Let's go!"

Camille complied after a moment, hitting the button to open the door and let Lucy outside. Lucy didn't even wait for the ramp to finish extending before she ran to the end of it and hopped off, landing in the grass. She ran out into the field, jumping and spinning in no real direction, enjoying the feel of the wind and the sight of the gorgeous blue sky.

"Careful, Lucy!" Camille called out as she made her way down the ramp. "You're not used to the stronger gravity!"

Lucy could feel it too, but she didn't care. She decided to try out the phone Camille had given her. Camille's was the only number in the contacts, so she called her cousin, even though she was still in sight.

"Hello?" Camille's voice could be heard both through the phone and from across the field as she played along with Lucy's phone call game.

"Camille! It's me! Hi! I'm talking to you over the phone!" Lucy waved at her as she spoke.

"That's nice, sweetie," Camille said, chuckling a little as she waved back.

Lucy turned around. She froze as she stared into the horizon. It was even more beautiful up close than it was in space.

"I'm gonna hang up now." Camille's voice came from right behind her. Lucy could hear her footsteps as she walked around her. "Lucy?"

Taking her eyes off the beautiful scenery, Lucy turned to Camille. "This is amazing," she said gratefully. "Thank you."

Camille smiled and gently pet Lucy's head. "You're welcome, dear. Now come on, there's so much more to see."

* * *

Lucy's first time riding in a car was almost as exciting to her as riding in a spaceship. Her burning curiosity gave her the need to explore every inch available to her in the passenger's seat. She giggled to herself as she pressed the button to make the window go up and down over and over again.

Camille, sitting next to her and driving, was laughing along with Lucy's easy-to-amuse antics. "How're your Earth languages coming along, Lucy?" she asked.

"Great!" Lucy said.

"So you can understand me if I talk like this?" Camille asked slowly, switching from their own language to English.

Lucy paused, smiling blankly at her cousin. "...I...love...you!" She held up a peace sign as she finished, hoping to pass that off as a success.

"I love you too, Lucy," Camille said. Then she switched back to their language. "You keep working on that. But let's stick with the universal translator for now, okay, dear?"

"Aww, okay." Lucy reached into her pocket and pulled out a tiny electronic device, switching it on. She usually kept the translator on when she watched the movies Camille sent back home to her, but sometimes she turned it off in an attempt to learn the language. Clearly she still had a lot more to learn.

"Lucy, look!" Camille pointed out the front windshield. They were entering the city.

Lucy gasped. "Wow, so cool!" She began rocking back and forth excitedly in her seat, straining the seat belt. "Come on! Pull over! Pull over! Let's get out! I wanna see! I wanna see!"

"Just a moment, Lucy," Camille said, driving a little further into the city. After a few minutes, she found a place to park. As soon as she unlocked the passenger door, Lucy ripped off her seat belt and bolted outside. "Lucy, wait!" Camille shouted after her.

Lucy had a look of pure joy on her face. She looked back and forth at everything, trying to take in a million sights at once. The buildings, the stalls, the cars, the people. Everything was just like in the movies. Crowds of people brushed passed her, probably assuming she was just a little girl excited to see the big city for the first time. "Camille!" Lucy shouted, pointing at the crowd. "Humans! Real humans!"

" _Lucy!_ " Camille caught up to her and grabbed her hand, leaning in close. "You can't say things like that, remember?"

"Oh, right." Lucy clamped her hands over her mouth, remembering that most humans didn't even know about life outside of their own planet yet. "Sorry."

"It's okay," Camille said. They looked around them, but no one seemed to be paying any attention to them. "Now, you wanna take a look around?"

"Yeah!" Lucy said, leaping into the air. She took off skipping a little ahead of Camille, who wasn't quite able to keep up with her energetic little cousin. She would've had to run if Lucy wasn't stopping to gawk at everything they passed. After a few minutes, they happened upon a street that seemed to be an outdoor market where people were walking around and shopping at the many stalls lining the street.

"You want something?" Camille asked, catching up to Lucy for a moment. "Food? Souvenirs? You name it. You can have whatever you like."

"Really?"

"Really."

Lucy looked around. There was so much to take in, and the more she saw, the more she wanted. But eventually, her gaze became fixed on an ice cream cart. She gasped, recognizing it from TV instantly.

 _That's the tasty stuff!_

"That! That! Over there! Ice cream! I want ice cream!"

Camille smiled, taking Lucy's hand in hers. "Alright, let's get some ice cream then." They walked over to the cart with Lucy pulling on Camille's arm, trying to get her there faster.

"Hello, Ma'am!" the man at the stand greeted Camille. "Would you and your daughter like some ice cream today?"

Lucy got a warm and fuzzy feeling from hearing that. Something about being mistaken for Camille's daughter felt good to her, so she decided not to correct the man. Wanting to see her cousin's reaction, she tilted her head up at her. Camille looked like she thought it was funny, if not a little bewildering.

 _Heehee. She's probably wondering if she made her human form look too old!_

"Ice cream!" Lucy shouted, throwing her hands up in the air.

Camille laughed. "Yes, thank you. We'd love some." She looked down at Lucy. "What flavor would you like, sweetie?"

"Choooocolate!"

"We'll have two scoops of chocolate in a cone and one scoop of strawberry in a cup, please," Camille said to the ice cream man.

"Coming right up, Ma'am." He scooped Lucy's ice cream first, then leaned over the cart to hand her the cone. "Here you go, little lady."

Lucy gasped as she took the cone from him. She held it in front of her face, staring at it in wonder.

"Say 'Thank you,' dear," Camille reminded her.

"Thank you, dear!" Lucy said.

Camille and the ice cream man laughed as he scooped up and handed her a cup of ice cream.

"Thank you very much," Camille said.

Lucy was still just staring at the ice cream in her hand as they walked back into the crowd. It was amazing to her. Not only was it real Earth food, but it was supposedly some of the best Earth food there was.

 _And you can just buy it, easy as that!_

Camille ate a spoonful of her strawberry ice cream. "Try it. It's really good."

"Hm!" Lucy nodded. She stuck her tongue out and took a long lick of the ice cream. " _Ohhh!_ "

"How do you like it?" Camille asked.

" _This is the best thing ever!_ " Lucy gave her ice cream several quick licks, overwhelmed by the deliciousness.

"I know. Earth has some of the best desserts in the universe. Wait until you try cake."

" _Ohhh!_ " Lucy exclaimed. "Can we get cake next?! Or can you only eat it on your birthday? Wait, what's my birthday on Earth's calendar? Is it today?!"

Camille laughed. "We'll get some cake before the end of your trip, don't worry. But let's not have too much dessert in one day."

"Aww…" Lucy pouted, but the smile quickly returned to her face when she went back to eating her ice cream.

"Would you like to look around some more? Maybe we can get some nice souvenirs," Camille suggested.

"Yeah!" Lucy agreed.

The two of them spent the next few hours wandering around the city, seeing the sights and visiting little shops. True to her word, Camille bought Lucy everything she wanted. She was mostly interested in newly released comic books and the like, but also clothes and touristy stuff. Anything from Earth was a collectible to Lucy. By the end of the day, they were both carrying heavy bags of items they'd bought. So before they headed back to Camille's car, they decided to take a break and sit down on a bench overlooking the sea.

"I can't believe there's so much water here," Lucy said, staring out into the horizon. "It's not even mud. Just pure water."

"Well technically that's salt water. But yes, it's a lot cleaner than the water back home," Camille said, looking over at her cousin. "What's on your mind, sweetie?"

Lucy didn't say anything for a minute, continuing to stare at the sea. "A lot of people mistook you for my mom today," she said.

Camille nodded, smiling a little. "Yeah. I guess it's natural for them to assume that."

"...You know, sometimes I wish you really were my mom."

Camille's expression saddened. She scooted closer to Lucy and put an arm around her. "I know what you're going through, Lucy," she said. "My parents are just like yours. It can be hard to grow up living with people who are so...single-minded."

"Are you ever coming back home? For good?" Lucy asked, a tinge of sadness in her voice.

Camille sighed. "I don't think so. I can keep in contact with my parents, but...I'd prefer not to be around them very much."

"Well then I wanna stay here too!" Lucy declared desperately. "Please, Camille? Can I stay here with you?"

"Hey, hey, hey," Camille said soothingly, pulling Lucy in closer. "I understand. This place seems great on the surface. But...I'm sorry, Earth still isn't safe for aliens like us yet. If we weren't disguised right now, people would be afraid of us. And it doesn't help that most of the other lenopans on the planet right now are aliens they really _should_ be afraid of. After all, we've been fighting with Earth's interplanetary defense force for generations now."

"But _you're_ here!" Lucy shouted. " _You're_ here, aren't you?"

"I know, I know." Camille slid off the bench and knelt in front of Lucy, clasping her hand in hers. "Soon, Lucy. I promise. I'm trying to end this conflict. I'm gonna make this planet safe for you. And when I do...you can come back and live here with me."

Lucy sniffled, rubbing her eyes. "You mean it?"

"I do," Camille swore. "No matter what happens between us and the rest of our family, I will always protect you. I promise."

Hearing Camille's words, Lucy fell forward into a hug. There weren't many people in her family who would be willing to do something like that for her, but Camille had always been different, and it gave Lucy hope.

"Thank you."

They sat on the bench together for a bit longer after that. Lucy was glad to have some time to rest and recover before moving on to what Camille had planned next.

"Feeling better, dear?"

"Mhm." Lucy nodded, staring off into the distance contentedly, the beauty of this strange new planet once again filling her mind.

"Splendid," Camille said, standing up and ruffling her little cousin's hair. "Because, if you're up for it, there's someone I'd really like you to meet."

* * *

After bringing all the stuff they were carrying back to Camille's car, they drove to a different part of the city. Once parked, Camille got out of the car and took Lucy by the hand, leading her into an apartment building.

"Ohhh! It's an elevator!" Lucy exclaimed after Camille pressed the 'up' button.

"We have these back home, Lucy," Camille pointed out.

"Yeah, but they look different."

The elevator dinged and the doors slid open. Lucy immediately rushed inside.

"Can I push the button? Can I? Can I?"

Camille laughed. "You can get excited about anything, can't you? Well, sure. Go ahead, dear. Sixth floor."

Lucy stared at the buttons. The universal translator she carried only worked for spoken language, not written, so none of the buttons appeared as readable characters to her. "Uhhhh...Wait wait, I know this. That's the 'one,' right?"

"Mhmm," Camille nodded.

"Two three four five SIX!" Lucy counted off and then shouted as she pressed the right button.

"Very good, Lucy," Camille said, smiling amusedly.

After a short ride, the elevator stopped and the doors slid open again. Lucy rushed out as quickly as she'd rushed in. The first thing she did was find a window and press her face against it.

" _Woooow!_ " Lucy exclaimed. "You can see so much from here!"

Camille chuckled. "This building is much taller than six floors. Actually, before we leave, we'll have to take you to the top of the tallest building in the city. You won't believe the view."

"Yeah!" Lucy cheered. Glancing around excitedly, she took off running around the corner and down the hall.

"Other way, Lucy!" Camille called after her.

" _Yeah!_ " Lucy shouted again, running back the other way. When she got to the end of the hall, she heard Camille's voice from several paces behind her.

"It's this one!"

Lucy turned around and ran back to her. "Finally! Who is it, who is it, who is it?"

"You'll see." Camille knocked on the door. Lucy bounced on her feet, waiting excitedly. After a moment, the door opened.

A handsome, dark-haired man stood in the doorway. When he saw who it was, he smiled. "Ah, welcome back!" The man looked down at Lucy. "And this must be your little cousin!" He stepped back and held the door open. "Why don't you two come inside."

"Thank you," Camille said, tapping Lucy on her shoulder.

"Oh! Thank you!" Lucy said as well.

Once they were all inside, the man closed the door. Lucy stood at Camille's side, her little hand clutching the fabric of her shirt as she looked up at him curiously.

"Joel, this is my cousin, Lucy," Camille said, doing introductions. "Lucy, this is my boyfriend, Joel."

Lucy's eyes opened wide. She looked back and forth between Joel and Camille several times, unable to believe what she'd just heard. She could tell this man was not a lenopan.

"This...He's...Your...You have a _boyfriend?_ A _human_ boyfriend?!" Lucy clamped her hand over her mouth, worried that she'd just blown their secret. But Joel just laughed. Lucy looked at him in confusion, still nervous.

"Don't worry, I know you guys are aliens."

Lucy turned to Camille for confirmation.

Camille nodded. "He's a Plumber, part of Earth's interplanetary defense force."

Lucy jumped and hid behind Camille. "You mean he's…"

Joel held up his hands defensively. "But it's alright, our job is to stop alien invaders and criminals. Being an alien isn't a crime by itself, and Camille's got passes for you two to be here."

"Really?" Lucy asked hesitantly, peeking out from behind her cousin.

"Really."

Lucy stood still for a second, then jumped in front of Camille and bounded over to Joel.

"Wow! You're Camille's _boyfriend?_ And you're like a secret agent space warrior? Do you have a gun? Or a laser gun? Or one of those ten foot swords? Or a giant robot battle suit?"

"Whoa, whoa whoa!" Joel stepped back, taken off guard by Lucy's sudden change in demeanor and her rapid-fire barrage of questions. "What kinda TV have you been sending her?" he asked Camille.

"Oh, all kinds of things!" Camille said, chuckling lightly. "Well, anime was a mistake…"

"So you're from Earth, right?" Lucy said, continuing with her questions.

"Well yeah, all humans are!" Joel answered.

"Yay!" Lucy jumped, doing a little twirl in the air out of excitement. "Oooh, let's see, let's see, how did you become a Plumber?"

"Well, you're a curious little thing, aren'tcha?"

"Lucy," Camille said, stepping up and placing a hand on her cousin's shoulder. "Let's try to hold back a little, okay? We didn't come here to bother Joel with all these questions."

"Oh, I don't mind," Joel assured her. "I'd be happy to tell you everything you wanna know about me and my home planet," he said to Lucy.

Lucy gasped. "Really?!"

"You bet!"

"Yay!"

Camille smiled lovingly at her boyfriend. "Alright, then. Why don't you two have your little Q&A session while I get started on dinner?"

Lucy spent over an hour firing off questions for Joel, who took it all in stride and seemed happy to indulge the young girl's curiosity. The questioning continued throughout dinner, with Camille joining in to tell Lucy everything she'd learned so far about the planet as well. She seemed quite happy that Lucy and Joel were getting along so well.

Lucy ended up enjoying their talk with Joel so much, she was practically begging Camille to stay longer once she said it was time to leave. She was disappointed, but by the time they were back in the elevator, she was back to her usual bubbly self.

"Are you in love with him?" Lucy asked.

Camille seemed a little taken aback by the suddenness of the question, but she answered it anyway. "Yes," she said. "I am."

Lucy gasped, noticing the way her cousin was blushing a little. "Yay!" she shouted as she jumped into the air. "That's _so_ cool! I wanna fall in love too!"

"You will. One day."

"Do you think I can fall in love with a human too?" Lucy asked.

"Of course, sweetie," Camille encouraged her. "You can fall in love with anyone you want."

* * *

 **Author's note:**

Another relatively short flashback chapter, and the only chapter so far that doesn't feature Ben and Gwen at all. I thought it would be fun to give a little glimpse into Lucy's past this time, and maybe it'll help you understand her a bit better. We only have a few chapters left after this, so please bear with me if I take longer than usual with them. The direction has changed slightly since I finished the first draft, so the ending is gonna require some tweaking.

Comments:

csgt: "I guess Ben never really answered Lucy's question: 'How about after?'"

I mean, what guy's gonna say no to that?

bookgirl111: "I have a question and I don't have tumblr: Are you gonna take the story all the way through to Alien Force where we see Kevin and all the aliens again (and I am totally okay with skipping over Omniverse since I didn't watch after they changed the art style the first time)? Or do you think the story will end beforehand/move on without the events when Ben turns 15 (since we're getting to that point)? Also I hope we get to the point where Ben and Lucy and Gwen learn Gwen isn't human in all technical terms and the parents figuring out about their relationship!"

No one actually asks me questions on tumblr, I just answer them there sometimes when I have a lot of them or I want to use reaction images. And you don't need a tumblr to view tumblr. As for the rest of your question, my story ignores most of the events of the sequel series, so all the Alien Force and Omniverse stuff isn't going to happen. Also, Gwen _is_ human in my story, and so was Verdona. Anodites don't exist, Gwen just happens to have a strong affinity for magic.

NerdZapa: "I see what your doing but you're missing out on a great opportunity to show off your writing ability. You essentially skipped over an important development in there relationship by writing it off as they got nervous, they kissed, the told Lucy. Although I do like the story as it stands and can understand wanting to keep it sweet and to the point."

Wait, what? What opportunity did I miss? You mean describing their kiss in more detail? I guess. I wouldn't really know what to write for that, since my own experiences with it are more like Lucy's first kiss. But it's also just sort of my style to focus more on the lead up and the aftermath of an event rather than the event itself.

avo: "as rude as your reply was, you made my little gay heart very happy with this chapter, ngl. lucy appreciation the highly anticipated bwen kiss? captain you have the key to my heart now goddammit"

Haha, my bad. I was just making a joke about how you called me a sadist. The pic I replied with was from an anime about a girl who gets a job as the 'sadist' character at a maid cafe since she happens to have a really bad case of 'resting bitch face.'

Guest: "Lucy's watched Cruel Intentions"

Since I've already shown her to have a thing for Sarah Michelle Gellar, I'm betting she's watched _that_ scene over and over many times before.

Guest: "Wasn't being rude haha no offence to shadow only respect it's just like how you playfully put yourself on a pedestal for being a better author than him taking digs at him about your story surpassing him. Sorry if it was taken in an aggressive context. I'm just desperate."

Ah, my bad then. In that case, hey shadows, check it out. This guy here thinks I'm a better author than you! You keeping score yet?

Guest: "God, thus is well written and has something that I swear nobody on this site is capable of attempting; good pacing. It took 40 chapters for them to get together and I wouldn't have it any other way. Not including the actual show, the buildup to the relationship between Bwen and Lucy has been, and hopefully will continue to be, thoroughly detailed with most if not all actions and events between them being filled with the context needed for the emotional impact needed in order for us to care for them. You have done this with flying colors so far and I have no doubt that you will continue to deliver on this expectation. You are a talented writer and we hope you continue to amaze us with your works."

Wow, thanks a ton! As I've said before, I really didn't want this to be another story where Ben and Gwen just fall in love immediately. I'm glad I succeeded in actually giving it proper pacing and buildup.

TheAdmiralKJ12: "One random question...Are you gonna give Ben a brand new Omnitrix in the future or the Ultimatrix? Or anything?"

Well, I guess I've gotten this question enough times that I might as well just answer it once and for all: No. This is not a story about Ben fighting aliens, this is a story about Ben nailing his cousin. _Much_ more highbrow.


	45. May, Year 4 (Part 1)

**May, Year 4 (Part 1)**

"This stuff is great!" Gwen said, taking a bite out of her cotton candy.

"Are you sure you should be doing that?" Ben asked quietly.

"Doing what?" Gwen asked, her mouth half-full.

"You know...holding my arm?"

Gwen hadn't really realized it, but she was clutching his arm in a very girlfriend-like manner. It had just seemed natural to do so, since they were on a date at the boardwalk. In fact, over the last month and a half or so, the two of them had gotten pretty used to being close like this. However, they still worried about acting this way in public, especially during the day when there were so many people around. They'd lasted this long without bumping into anyone they knew while on a date, but the risk was always there.

"It...It's fine." Gwen blushed a little as she spoke. "I haven't seen anyone we know. And even if there are other kids from school here, it's not like many of them know both of us," she said, clutching his arm a little tighter. The idea of getting caught was still scary to her, especially now that her mother seemed to suspect them, but she still didn't want to let go of Ben's arm. Holding onto him made her feel safe, even if she knew it was the cause of the risk in the first place.

Ben smirked. "Whatever you say, Dweeb. I never get tired of you acting cute like this."

"Hey! Shut it, Doofus." Her hand gave his chest a little smack as she acted indignant, but really she was just embarrassed. As much as she liked hearing him say things like that, she still wasn't quite used to Ben openly complimenting her instead of teasing her.

Ben chuckled. "You know you love it."

"You know you...Shut up."

"Ooh, no clever comeback? Do I win?"

"You never win."

Their play-fight continued as they walked down the boardwalk together, and it distracted them as they rounded the corner of a snack bar and nearly collided with a group of girls walking together in a line. Luckily, everyone stopped before anyone hit each other.

"Oh, sorry, we-" Ben started to apologize, but he stopped mid sentence. Gwen was confused for a second, but then she recognized who they'd almost run into.

Julie, Christina, and Ally were right in front of them. Ben and Gwen stood perfectly still, both of them maintaining straight faces. However, Gwen was internally freaking out.

 _Did we just get caught?_

"Ben!" Julie said happily. "Hey! Funny running into you here."

"...Uh, yeah! Hey, Julie." Ben was acting pretty natural, but Gwen could tell he was nervous. "Christina, Ally. Good to see ya. Oh, and, uh, this is-"

"Gwen, right?" Julie cut him off, turning to Gwen. "I've heard so much about you," she said before turning to her friends. "This is Gwen. Ben's cousin."

Christina and Ally looked very, very confused. Their eyes flickered between Julie and the scene in front of them.

"His...cousin?" Ally asked. Her tone of voice made it sound like she was asking 'Are you sure?'

Ben and Gwen shared a look, suddenly realizing that she was still holding onto his arm.

"Oh!" Ben exclaimed, shaking Gwen off of him. "See? I told ya to quit grabbing my arm, Dweeb!"

" _Excuse_ me?" Gwen asked. "I'll grab your arm whenever the hell I want, Doofus!" she said, grabbing his arm again and twisting it behind his back.

"Ow! Hey!" Ben complained, trying to shake her off of him.

Julie and her friends started laughing, causing Ben and Gwen to stop what they were doing.

 _Wait. Did that make it seem normal to them?_

They let go of each other, taking a step to the side to put some distance between them.

"Wow. You're _exactly_ like Ben described you," Julie said to Gwen. "Except he never mentioned how pretty you were!"

"Don't compliment her too much. She'll let it go to her head," Ben warned.

"At least I've got _something_ in my head," Gwen quipped.

Julie and the others laughed again. "It's great to finally meet you," Julie said, stepping forward and reaching her arm out.

Gwen shook Julie's hand. "Yeah. You too."

"Ben _did_ tell you about me, right? About how we dated?"

"Yeah, yeah, of course," Gwen said, not enjoying the reminder.

"Oh, I figured as much. He's told me all about you, too."

"He has, has he?" Gwen shot a glare at Ben.

Julie laughed. "Don't worry, it was mostly good things. Hey, as long as we're all here, we should hang out! We were just about to head to those booths over there. You wanna come with us?"

"Uh-" Ben began to answer.

"No," Gwen said. "We, uh, we were actually heading out just now. We gotta meet our parents for dinner later."

"Aw, that's too bad. We should definitely hang out some other time, though," Julie suggested.

"Sure, I'd love to!" Gwen agreed, hoping her smile wasn't too fake. She didn't have any real problems with Julie, but seeing her just made her uncomfortable.

"Cool. Alright, well, see you later, guys." Julie waved and walked passed them. Christina and Ally did the same as they followed along with her.

"See ya, guys."

"Nice meeting you!"

As soon as the others were out of sight, Ben and Gwen both let out a sigh of relief.

"Let's get outta here," Ben suggested.

"Yeah."

Trying not to look too suspicious, they hurried back to the entrance of the boardwalk. After passing through the gate, they stopped for a breather as soon as they found a more deserted area.

"Oh god," Ben said exasperatedly. " _That_ was close."

" _Way_ too close," Gwen agreed.

Ben felt his arm. "Augh," he moaned in pain. "And what was _that_ back there? My arm still hurts!"

Gwen smirked. "Sorry, wuss." After a moment, she realized something that made her glare at him. "So _that_ was exactly how you described me to her, huh?"

"Well as you just _clearly_ demonstrated, I wasn't exactly wrong, was I?"

Gwen opened her mouth to respond, but ended up laughing instead. "Sorry," she apologized again.

Ben sighed. "Well, this was bound to happen eventually. Frankly, given how shitty our luck tends to be, I'm surprised we lasted this long without a close call like that."

"...Yeah" Gwen agreed.

 _Should I tell him about my mom?_

She considered it, but now didn't seem like the right time. Given how afraid Ben was of her mother, she was worried he might overreact.

"But I shouldn't have been holding your arm like that in such a public place. I'll...I'll be more careful from now on."

"Me too," Ben agreed.

"...So, you wanna go someplace else? Somewhere more private?" Gwen asked.

Ben smiled. "Sure. That sounds better."

* * *

 _Oh. I wonder what she's up to._

Gwen had been on her way to the library to study during her free period, but just as she was about to turn the corner, she spotted Lucy at the other end of the hallway. She smiled, intending to head over and see if she was free too, but she stopped when she realized Lucy was talking to someone. It was a boy from their class. Gwen couldn't hear what they were saying, but she could tell from their body language that the conversation was pretty flirty.

 _Guess I shouldn't interrupt them..._

She set out on her way again, walking around the corner towards the library. However, her curiosity soon got the best of her, and she found herself turning around and heading back to try to listen. It took a moment, but from where she stood, she could just barely make out what they were saying.

"Aw, you sure?" the boy asked, sounding a bit disappointed.

"Yeahhh, sorry. Really. Like, I _would_ , but, I kinda got another guy on my mind right now, you know?" Lucy said, sounding apologetic.

"Yeah, that's fine, I totally get it. Just thought I'd ask. But hey, you know, if you're ever up for it, just let me know."

"You got it!"

"Alright, I'll see ya around."

"Yep, see ya!"

Gwen heard footsteps. She thought it would be best if she continued on like she hadn't heard anything, but something Lucy said had gotten her attention. Hoping that the footsteps getting closer were Lucy's, Gwen rounded the corner.

A look of surprise registered on Lucy's face for an instant, but she quickly recovered with a smile. "Gwen! Hey!"

"Hey," Gwen returned the greeting. She looked past Lucy down the hall to see if the guy was still there, but he wasn't in sight. "Did that guy just ask you out?"

Lucy looked over her shoulder, then gave Gwen an awkward smile. "You mean Jacob? Haha, yeahhh, kinda."

"But you said no?" Gwen clarified.

"Mhmm." Lucy nodded.

"Because there's another guy on your mind?"

Lucy toyed with her hair as she let out a short laugh. "Ah, you overheard that, huh? Well, I was just trying to let him down lightly, you know?"

"...Really?"

"Mhmm!" Lucy nodded again. "Welp, I better get to class. I shoulda been there like five minutes ago. I'll see ya after school, 'kay?" Lucy walked past Gwen, but turned to keep facing her as she did. "We're still hanging out with Ben today, right?" she asked, walking backwards now.

 _Ben._

"Uh, yeah," Gwen confirmed.

"Great! See ya later!" Lucy waved.

Gwen thought hard about that encounter for the rest of her free period.

 _Was she lying to him, or to me?_

Lucy had seemed a little nervous, but that might've just been because the situation was awkward. But Lucy was usually pretty good at dealing with awkwardness, and Gwen suspected she was normally more honest with guys. She hadn't exactly seemed like she was lying, but Gwen knew just how good of an actor Lucy was.

But more importantly, assuming Lucy _did_ have a guy on her mind, Gwen could only think of one person it could be.

 _Ben._

She didn't want that to be the case, so she tried to think of who else it might be. Lucy had tons of guy friends at school, and pretty much all of them seemed like they'd go out with her in a second. If it were one of them, surely they'd be dating already.

 _Maybe Lucy's waiting for him to make the first move?_

Gwen shook her head at that thought. Lucy wouldn't wait like that, she'd just go for it.

 _Maybe it's not a guy from school?_

Lucy probably knew people from all over town at this point, but Gwen didn't see how it would change anything if she knew him from someplace else. But even so, if she were into somebody, why wouldn't she talk to her about it? The only explanation Gwen could come up with was that it was somebody Lucy _couldn't_ talk to her about, and the only guy who fit that description was Ben.

"No, no, that can't be right," Gwen said under her breath. Realizing she'd spoken out loud to herself, she lowered her head and looked around the library. No one seemed to be paying any attention to her. They'd probably assume she was just talking about the notes she had laid out in front of her on the table.

 _But seriously...no._

Gwen didn't want to believe that she'd stumbled into some sort of super weird love triangle. It didn't even make sense to her.

 _Why would she put in all that effort to get me and Ben together if she liked him too?_

She sighed. As much as she wished she could just forget this whole thing, she knew she wouldn't be able too. She had to find out for sure, or this was going to eat away at her.

 _Guess we'll see how things go with Ben today…_

* * *

"You sure you can't stay longer?" Ben asked as Lucy made her way out the door.

"Aw, that's sweet," Lucy teased. "But nah, I gotta get going. Enjoy your alone time," she said, giving them a wink.

Ben liked the suggestion. He glanced over at Gwen to see her reaction, but she had a strange look on her face. It was like she was trying to analyze Lucy.

 _Weird. She's been doing that all day._

"Okay. Well, see ya," Ben said, waving to Lucy.

"Bye guys!" Lucy said. The door shut behind her as she left.

 _Well, since we're alone now…_

"So, uh, whaddya wanna do now?" Ben asked.

"Hmm?" Gwen turned her head. "Oh. Uh...Here, let's go over to the couch for a sec," she said, taking Ben's hand and leading him into the living room.

"I like where this is going," Ben said with a grin.

Gwen stopped in her tracks, pausing to look at him in confusion. "Oh. You mean...Er, no. Not right now," she said.

 _Aw, man..._

"Come on. I need to talk to you about something." Gwen sat down on the couch, patting the seat beside her.

"What? Whaddya mean?" Ben's expression changed as he went to sit down.

 _Did I piss her off?_

Gwen looked towards the door Lucy had left through, as if she were expecting her to still be there. "I...Well, it's about Lucy."

"Yeah? What about her?"

Gwen hesitated, but she continued after letting out a sigh. "Now, I don't really know for sure, but I think she might...have a thing for you, I guess?"

Ben chuckled. "Well, of course she does. She's been _very_ clear on that."

Gwen gave him an unamused look.

"Oh, what, like she doesn't relentlessly flirt with you too?" Ben said, preemptively defending himself.

Gwen sighed. "Yes, she does. But that's not really what I mean."

"What do you mean, then?"

"Well, you know how before Lucy moved to Bellwood, she was always dating a lot?"

Ben nodded.

"Don't you think it's odd that she hasn't dated anyone since she moved here?"

Ben thought about it. He hadn't noticed it before, but it was kind of strange. "You sure she wasn't lying about how much she dated back then?"

"She wasn't lying," Gwen said. "Joel and Camille have said enough to back her up on that."

"Well, maybe the guys at your school are intimidated by her. It can be hard to ask a girl out, especially one as hot as her."

Gwen gave him an even more unamused look.

"What? She's a shapeshifter! Of course she's gonna make herself look good!"

Gwen rolled her eyes and shook her head, but she moved on. "Guys have definitely been asking her out. She's _really_ popular at school. I overheard a guy asking her out earlier today, even. That's what got me thinking about all this."

"You mean she turned the guy down?"

Gwen nodded. "And she said she had another guy on her mind right now."

"You know, she was probably just saying that so he wouldn't feel so bad about getting shot down," Ben pointed out.

"I know, and that's what she said too. But I don't think Lucy would lie like that."

Ben put his hand to his chin, trying to work this out. "Okay, well, if she was telling the truth to that guy, how do you know the guy she's into isn't just some other guy at school?"

"Does Lucy seem like the kind of girl who'd be too shy to ask a guy out?"

"He could be dating someone else right now."

"If that were the problem, why wouldn't she have mentioned it to us?"

"Maybe she just doesn't feel like dating anyone right now."

Gwen sighed frustratedly. "She _did_ once mention to me that she's been too busy to date lately..."

"See? There you go," Ben said, thinking the issue had been resolved.

"But that doesn't seem like her!" Gwen insisted. "Think about it. Have you ever met anyone more into romance than _Lucy?_ She'd make time for dating if she really wanted to!"

Ben sighed and leaned back on the couch. He wasn't exactly convinced, but Gwen raised a lot of good points.

 _But would I really be lucky enough for_ two _girls to fall in love with me?_

Ben smirked at that ridiculous thought, but quickly put on a straight face to avoid another death glare from Gwen.

"Okay, so what do you want me to do about it? Tell her to stop liking me?"

Gwen was silent for a moment. "...I'm not sure. But we have to do _something_. Lucy's done too much for us. We can't just let her suffer like this."

"She doesn't seem like she's suffering to me."

"But you don't know what she's going through," Gwen said, speaking very seriously. "I know what it's like to see the person I'm in love with be with someone else," she said quietly.

"...Oh." Ben didn't know how to respond to that. It was clear she was talking about having to watch him date Julie, but he didn't know if her feelings for him went that far back. "I see what you're saying. Then, why don't you use that? Talk to her about it."

"I think we should talk to her together," Gwen suggested.

"No," Ben said, shaking his head. "Whether you're right or not, don't you think it'll be way more awkward if I'm there when you ask her about it?"

"...Good point," Gwen admitted, seeming a little surprised by Ben's people skills.

"Great. Besides, I'm sure you're overthinking it. This is all probably some big misunderstanding."

Gwen rubbed her temple, sighing defeatedly. "You really shouldn't write this off as nothing so quickly. But, you do have a point…"

"Okay. That's settled, then," Ben said. "So…"

Gwen furrowed her brow. "So what?"

"You know," Ben said, looking at her suggestively. "We're still alone…"

"...Are you kidding me?"

"What?"

"What about this conversation made you think I was in the mood for _that?_ "

"Okay, okay," Ben held up his hands in surrender. "Jeez, lighten up."

"Whatever, Doofus."

* * *

Despite Gwen's determination to handle this matter directly, it still took her a few days to work up the courage to confront Lucy about it. She spent the rest of the week second guessing herself, thinking she wanted to be certain before doing anything. But eventually, she came to the realization that she would never be certain until she asked Lucy.

That weekend, Gwen walked to Lucy's house. When she arrived at the front door, she rang the bell, but nobody answered. She didn't know Lucy's schedule very well, so she figured Lucy could be anywhere right now. But just as she was thinking she might have to come back later, she heard music. It was soft, but the sounds of classical music were definitely coming from inside.

"Hmm." Gwen remembered that Lucy played the violin. "She must be practicing right now." She considered turning around and leaving anyway, as it might've been rude to interrupt her, but she stopped herself. If she put this off again, she might continue to do so every chance she got until it was too late. So, bracing herself for a probably awkward conversation, she turned the doorknob and let herself in.

The music was immediately much clearer as Gwen stepped into the house. She stopped for a moment and listened. It was beautiful.

 _She's really good!_

Even though Gwen liked classical music, she didn't know it well enough to recognize the piece, but it sounded like something from Beethoven.

Following the music, she walked down the hall in search of its source. Lucy's house was bigger than she thought, and she came to a couple of back rooms that she'd never been in before. One door was closed, and the music seemed to be emanating from there.

 _I'll just wait until she's done with this song._

Gwen leaned against the wall and listened, pulling her necklace out of her shirt so she had something to fiddle with while she waited. She had no idea how long Lucy had been playing the violin, but she seemed to have a real talent for it. Gwen ended up so entranced by the music, it took her several minutes to realize she'd been listening to two instruments. Either someone else was in there with her playing the piano, or Lucy was using a recording to accompany her. Either way, the two synced up beautifully.

After the big finish, Gwen couldn't stop herself from clapping.

"Hmm? Who's out there?" Gwen heard a familiar voice say.

"I don't know," came Lucy's voice. "Guess we have a fanclub now!" The door opened. Lucy was standing there, wearing a beautiful white dress and holding her violin. She gasped excitedly. "Gwen! Hey!" She ran forward and gave her a hug.

"Lucy, that was amazing!" Gwen told her. "I can't believe I've never heard you play before."

"Aww, thanks!" Lucy stepped back, looking rather pleased to have received a compliment from her cousin. "Oh! Come inside and meet my accompanist." She took Gwen by the hand and pulled her into her music room. "Ta-da!" she said.

"Emily?" Inside the music room, Gwen's grade school friend sat in her wheelchair in front of the piano.

"Oh, hey Gwen!" Emily said. "How did we sound?"

"Great!" Gwen told her. "I didn't know you two played together."

"Really? I coulda sworn I mentioned it," Lucy said. "But yeah, we like to practice together. We've performed a couple times since I've moved here, too. I'd have invited you, but you were busy both times."

"Oh." Gwen said. "Well, uh, sorry to interrupt. I just came by to ask you about something, but I can come back later when you guys are finished practicing."

"No, it's alright. We were just about done anyway," Emily said. "My dad should be coming by to pick me up in about twenty minutes or so."

"Well, as long as I'm not interrupting…"

Emily tilted her head curiously. "What's that?"

"What's what?" Gwen asked.

"That," Emily repeated, pointing.

Gwen hadn't realized it, but she was still wearing her necklace openly, and she'd been nervously toying with it to deal with the awkwardness of interrupting them like this. "Oh. Just a necklace," she said. "It's nothing-" As she spoke, she made a move to conceal it back under her shirt. However, as she did, the locket suddenly came loose, falling to the ground and sliding across the floor.

 _Shit._

"Whoops. I got it," Emily said, leaning over to pick up the locket.

Gwen leaned forward and stuck out her hand reflexively, but she managed to stifle herself before shouting 'No!' She tried to laugh off her clumsiness and stepped closer to Emily. "Ha, yeah. Thanks, let me…"

"Oh cool, it opens up," Emily said, examining the locket. Before Gwen had a chance to stop her, the locket clicked open. Gwen froze, unable to do anything while she waited for Emily to react. It felt like she was taking a long time, like she was also unclear what she was supposed to think of what she was seeing. "Oh. It's you and your cousin. That's cute," she said finally.

"Isn't it?" Lucy said, leaning over in front of Emily. Mercifully, she grabbed the locket out of her hand and tossed it back to Gwen. "Careful. Don't wanna lose that."

Gwen caught it. "Thanks," she said, hurriedly reattaching it to her necklace.

"Alright! Well, let's all hang out for a bit until Emily's dad gets here," Lucy declared, sliding behind Emily's chair and wheeling her towards the door. Gwen stepped out of the way to let them through, then followed them into the living room. "I'll grab some snacks!" Lucy said before skipping off to the kitchen.

Now alone with Emily, Gwen felt a little awkward, and it wasn't just because of the locket incident earlier. Even though she'd known Emily for years, she'd very rarely seen her outside of school. The fact that she'd become friends with Lucy without her even noticing...It made Gwen feel like a bad friend.

"So...how've you been?" Gwen asked, taking a seat on Lucy's couch.

Emily smiled. "Fine. I've been doing well in all of my recitals and competitions lately. Actually, your cousin's been a huge help."

Gwen chuckled. "Yeah, Lucy's pretty reliable like that. She's done a lot for me lately too…" She smiled to herself as her thoughts turned to Ben, but she regained her focus before saying anything weird. "So when did you and Lucy start hanging out?" she decided to inquire.

Emily shrugged. "Pretty soon after she showed up at our school, really. She wasn't kidding when she said we'd be friends!" She laughed a little. "I mean, we didn't hang out a ton at first. But once we started practicing together, it became a fairly regular thing."

"Cool," Gwen said with a nod. "You guys really did sound fantastic, by the way."

"Thanks!"

There was another awkward pause. Gwen could tell Emily was looking at her sort of funny, and she opened her mouth like she was going to ask something, but she didn't.

"What? What is it?" Gwen asked, a little worried, but trying to sound casual.

Emily hesitated again. "It's...Are you and…"

 _Uh oh._

"What?" Gwen asked.

"You and...Ben. Are you...Oh, never mind."

"No, what? Seriously, tell me." Gwen was getting anxious. She knew she should probably have just let the subject drop, but it sounded like Emily was suspicious of her and Ben's relationship. If she was, Gwen wanted to find out for sure, and denying it now might be able to halt her suspicions.

"N-No, no, it's stupid."

Gwen finally noticed Emily looked really uncomfortable, and pushing her to ask her question probably wasn't helping.

 _Well, can't say I blame her…_

Deciding to let it drop, Gwen gave a shrug and leaned back in her chair. However, she was not nearly as calm as she was trying to look.

 _That's yet another person who suspects us._

Her mother, probably Ben's friends, and now Emily. The number of people who could potentially find out about them was increasing much too fast for Gwen's liking.

 _Why'd I have to drop that damn locket?_

Luckily, the next awkward silence didn't last much longer.

"Snack time!" came Lucy's voice as she skipped back into the room holding a bowl of assorted chips.

"Ooh, nice. Bring it here," Emily said, reaching for the bowl.

Lucy hopped over to Emily and handed her the bowl, then sat down on the couch next to her. She looked over at Gwen, so Gwen tried to silently communicate her distress. Lucy gave her an understanding nod, as if she'd been expecting this to happen.

"So, did you tell her about how we started practicing together?" Lucy asked Emily.

"Uh, yeah," Emily said. "We were just talking about that."

"She said you guys started near the beginning of the year," Gwen said, glad that Lucy had strategically steered the conversation in a more neutral direction.

"Mhmm," Lucy nodded. "I'd just started playing the violin, and when she told me she played piano, I knew we were just _destined_ to play together."

"You'd just started? What made you wanna suddenly try the violin?" Gwen asked.

"Wise words from a wise dog."

"...What?"

Lucy laughed to herself, reaching into Emily's lap for some chips.

As Gwen sat there watching Lucy and Emily, a scary thought creeped into her mind. She saw the two of them as completely separate parts of her life. Keeping the parts of her life separate was something she was used to, especially given all the alien and magic adventures she'd had to keep secret from her parents in the past. But now she also had her relationship with Ben. That was a whole new part of her life. Lucy and Emily had met. Aliens had come to Bellwood a few times. Different parts of her life kept colliding unexpectedly.

 _With so many people becoming suspicious of us, how long will it be before my life with Ben collides with another part of my life too?_

* * *

Gwen waved goodbye to Emily as her car pulled out of Lucy's driveway.

"See ya at school, Emily!" Lucy called out.

Gwen crossed her arms and stepped back from the doorway. She was a little upset with herself for how she'd handled the situation with Emily. They weren't exactly close, but they'd known each other for a long time. The situation had ended up much too awkward, and Gwen felt like it was her fault.

"So, what did you need to talk about?" Lucy asked, shutting the front door.

Gwen blinked. "Oh. Right." She'd been so preoccupied, she'd forgotten why she had originally come over to Lucy's house. "...Can we go up to your room?" she asked. They were home alone now, but Gwen still felt like this would be easier to talk about somewhere even more private.

Lucy smirked and raised an eyebrow. "I like where this is going."

"Shut up, you perv," Gwen said, nonchalantly flicking Lucy's forehead.

"Ow!" Lucy put her hands where she'd hit her, then giggled. "Alright, fine. Spoilsport." She turned and skipped up the stairs, leading Gwen up to her room.

Once there, Lucy let Gwen into her room and closed the door behind them. "Is everything alright?" she asked. Even though she'd been joking around and skipping happily just moments ago, she sounded serious and concerned now. She must have figured Gwen had a reason for wanting to talk in private.

Gwen hesitated. She'd considered several different ways to approach this, but already she was struggling to find the right words. "Lucy...I need to ask you about some things. And I want you to be completely honest with me, even if you think I won't like the answer."

Lucy had fully transitioned into serious mode now. She looked a little nervous, like she wasn't sure if Gwen needed her help or was about to scold her for something. "Okay," she said with a nod.

"...Are you... _okay_ with me dating Ben?" Gwen asked.

Lucy paused, then laughed a little. "Gwen, we've been over this. I don't care that you're cousins. After all this time, what makes you think I'd start doubting you guys now?"

"That's not what I mean," Gwen said. "Are you...jealous?"

Lucy's smile faded. "Jealous? What? What do you mean?"

Gwen took a deep breath. This was going to be the most awkward thing she'd done in a while, and that was saying something. "I need to know: Do you have feelings for Ben too?"

Lucy froze. Gwen had never seen her so still. It was like she was trying to process something in her head, but it just wasn't working.

"Lucy, please. You can tell me. I know it's weird, but this has been bothering me lately."

Lucy cracked a very forced smile. "Look, I already told you I'm totally fine with you dating Ben. You guys don't need to worry about me. I'm fine, really."

Gwen stared deeply into Lucy's eyes. Without a word, she made it very clear that she wouldn't accept anything but the truth.

Lucy's fake smile faded. She backed up into her bed, almost tripping onto it as she sat down. Her gaze was no longer fixed on Gwen as she stared off into space. She looked like she was about to have another breakdown.

"Lucy? Lucy, what's wrong?" Gwen moved toward her, suddenly very worried by the way Lucy was acting. "Lucy? Say something!" she said, grabbing Lucy's hand.

"This is bad," Lucy said in a quiet voice.

"It's okay," Gwen assured her.

" _No it's not!_ " Lucy insisted. "This wasn't supposed to happen."

"Lucy, it's fine. Really, I understand. Ben's a great guy. And we're not gonna fight over him or anything, alright? This doesn't change anything between us."

"Yes it does!" Lucy pulled her hand away from Gwen, the panic on her face becoming more evident.

"Lucy...Look, I'm really sorry. I know what it's like to see the one you love be with someone else, but-"

"It's not just Ben," Lucy said more quietly.

"What?" Gwen was confused.

"It's both of you."

"What do you mean?"

"It's _both of you!_ " Lucy repeated.

Gwen flinched at Lucy's shouting, but then her words sank in and realization dawned on her. "...Oh."

"It wasn't supposed to be like this," Lucy said. "And you weren't supposed to find out." She stood up and walked to the other side of the room, rubbing her hands together nervously. "I ruined everything. Just when you guys _finally_ get together, _of course_ I have to go and just _immediately_ screw it all up!"

"Lucy, what are you even talking about?" Gwen asked forcefully, completely at a loss for what was going through Lucy's head.

Lucy was pacing back and forth now as she cursed herself. "You! You two! You and Ben!" Lucy insisted. "You're gonna feel guilty being together now. You're gonna feel like you're hurting me, and that's gonna make your whole relationship feel sour. I ruined it. I'm sorry. I'm sorry! I…"

" _Lucy!_ " Gwen grabbed Lucy by the shoulders and forced her to look at her. "Lucy. It's okay. You didn't do anything wrong and I'm not mad at you. You just...You just need to calm down for a second, okay?"

Lucy sniffled, a few tears leaking down her face. She nodded, but didn't say anything.

"Okay. Good. Let's sit back down, alright?" Gwen said, leading Lucy back over to the bed.

They both sat there in silence for a moment. Gwen wasn't sure how she had expected this conversation to turn out, but it certainly wasn't like this.

"I just wanted to help you," Lucy said quietly.

"You did. You really, really did," Gwen assured her.

"...You know, I never really thought about what came after."

"After what?"

"All the best romance stories end when they _finally_ get together. And then they just...live happily ever after. I thought...I thought when I helped you and Ben get together, my work would be done, and I could just step back and move on. I didn't think there would be anything else after."

Gwen was perplexed. She'd experienced before just how difficult it could be to understand Lucy's thought process, but this was something else entirely.

"Lucy...if you're worried about me and Ben, don't be. He and I are doing really well, all things considered. You... _liking_ us that way isn't gonna hurt us. And it's not gonna change anything between you and me, or you and him, or all three of us either, okay?"

Lucy paused, then nodded her head slowly. "Okay. That...That makes me feel better."

"So...what can I do to help?" Gwen asked.

"Nothing," Lucy said quickly. "Really. As long as it won't bother you and Ben, I can deal with it on my own. It's...It's just a crush. I've had lots of 'em before. I'll move on before you know it. Trust me." She shot Gwen an unconvincing smile.

Gwen eyed Lucy suspiciously. Her words seemed so genuine, but she could never tell with Lucy anymore. "You sure?"

"Yep! All I was worried about was you guys. I'll be fine as long as you are."

"Well...alright, then. I'm glad we had this talked," Gwen said.

However, Gwen knew this was far from over. Just a moment ago, Lucy was completely broken up about this. There was no way anything had changed in the last few minutes.

 _She's definitely lying._

Lucy needed help. Getting over someone wasn't easy. If Gwen wanted to make things right, she and Ben were going to have to do something about it.

 _We owe her that much._

* * *

Gwen stayed over and hung out with Lucy for another hour or so after they had their talk. Gwen spent much of that time trying to evaluate how Lucy was feeling, but found it difficult. After she left, she went home and called Ben as soon as she could.

"Hey, Dweeb," Ben's voice came through the phone.

"I was right," Gwen said, immediately taking her opportunity to say 'I told you so.'

"So bats aren't really blind?"

"No! Well, that too. But I meant about Lucy."

"Well I didn't think Lucy was blind."

" _Ben!_ "

"What?"

"About her having feelings for you, Doofus!"

"Oh, right." Ben chuckled. "Well, can't say I'm surprised the babes can't stop falling for me."

"..."

"...Gwen?"

"..."

"I know you're there, Gwen. I can hear you glaring."

"Ben, you need to take this more seriously," Gwen chided. "And Lucy's a _babe_ now, huh?"

"I said _babes_ ," Ben insisted, dragging out the 's' to specify it was plural. "I was including you!"

Gwen sighed loudly, putting her hand to her forehead.

"Fine. Sorry," Ben apologized halfheartedly.

"Look, whatever. Just, we need to do something about Lucy, okay? Let me tell you what just happened." Gwen gave Ben the short version of it, informing him of how she confronted Lucy and what she'd said in response.

"Hmm. So she's into you too, huh?"

"Yes. That's what she told me."

"Hmm."

"...Hold on, you just imagined me and her doing something dirty, didn't you?!"

"...No?"

"I told you to take this more seriously!"

"Okay, okay, I'm sorry. I just don't see what the big deal is."

Gwen closed her eyes, leaning forward and pinching the bridge of her nose. "How on Earth could you possibly not think this is a big deal?"

"Well," Ben said. "From what you told me, it sounds like she's fine with things the way they are as long as we're happy. She's had other crushes besides us, and she's gotten over them, right? So let's just not bother her about it."

"I know she may have _said_ that," Gwen insisted. "But there's no way it's true. These kind of feelings...They're not something you can get over that easily."

"What do you think we should do then?" Ben asked.

"We need to show our appreciation for her more," Gwen said. "She probably misses us a lot now that we're dating. We should invite her to join us on our next summer trip, and just spend more time with her in general."

"That sounds like a terrible idea," Ben said. "The more she's around us, the harder it's gonna be for her to get over us."

"So, what, we should just cut her out of our lives and totally neglect her until she hates us instead?"

"That's not what I said!"

"Then what's _your_ great idea, Doofus?"

"I don't know! Why don't we set her up with somebody? You know how Lucy is. She loves to love. Once she finds someone else, she'll get over us easy."

"I've already seen her turn a guy down."

"So? You think she's just gonna turn _everyone_ down?"

"Until she gets over us, probably, yeah!"

"Well then what do _you_ think we should do?"

" _I already told you!_ "

After she screamed, Gwen immediately flinched and looked over her shoulder at her closed bedroom door. Her parents might have been home, and this was definitely one of those conversations she didn't want them to overhear. Clearing her throat, she prepared to speak more quietly.

"Ben?" she said in a whisper.

"Yeah?" came his hesitant reply.

"...I'm sorry I yelled at you."

"Me too."

Gwen stared up at the ceiling. After taking a moment to reflect on what was happening, the situation just seemed so ridiculous. "Ben, what are we doing?"

"Hmm? Well, we're cousins, who are also dating, and we're trying to think of ways to help our _other_ cousin stop being in love with _both_ of us. I'd say it's pretty simple," Ben summarized.

Gwen couldn't help laughing at that. "Our lives are _absurd._ "

"Yeah. The alien stuff was more believable than this."

After they both laughed at Ben's statement, Gwen cleared her throat again. "Well, I'm sure we'll think of something eventually. And whatever we decide...can we please still invite Lucy to join us on our summer trip?"

"Are you sure?" Ben asked. "It still sounds like that would do the opposite of what we want."

"Yes, I'm sure," Gwen declared. "The summer trip is...special. I think it'll mean a lot to her. And we owe her a lot."

"Yeah, I suppose we do," Ben agreed. "Alright, we'll invite her. But if she refuses, we should let her."

"Fine."

* * *

 **Author's note:**

Sorry for the long wait on this one. I've been pretty busy, and like I said, these last few chapters are gonna be more of a challenge to get right.

Comments:

StayBlessed: "Great story. Loved it all so far. I am a little disappointed that Ben won't be getting the omnitrix back at some point though. I get this is mostly about Ben, Gwen, and Lucy's relationship, but it's like all the dangers of aliens have disappeared. Ben saved the Earth numerous times, so who's saving it now that he's not? I think the Earth would be ruled by some other alien species by the time he was 16 lol"

The Plumbers still exist, and there are other heroes in this world. I've already shown that this story takes place in the same universe as other shows like Gravity Falls, Rick & Morty, and Invader Zim. There are a few others I'd consider a part of it as well.

avo: "a lucy origin chapter? THE GODS HAVE HEARD MY PRAYER."

Sweet. I guess I've reached god status now.

Jack239: "Love this chapter. Been begging for so Lucy focus. Great job. Love to see another one of these. Not just for lucy but Camille and Joel."

I won't have much Camille and Joel focus since I'm really only doing Ben, Gwen, and Lucy's POV, but there is a lot of Lucy focus now.

jairoesme: "nice chapter loved Lucy's past. Will we see the wedding through Lucy's perspective next time?"

Wait and see. That was my favorite episode, after all.

Josh Spicer: "Irken references. Nice add."

I knew there'd be some other Invader Zim fans on here!

Guest: "Congratulations. You just mutated Lucy's character more than ever CN ever did, ha they barely did. I was hoping this chapter to tie in with Joel and camillie's marriage and how we get to see things from Lucy's point of view the first time she met Ben & Gwen, all we saw was an innocent smile when she was dancing with Ben as the flower girl but you could describe in dept thoughts during it since Lucy's face doesn't represent her feelings all the time. It could be just like how you re-wrote the first iconic episode from Gwen's POV that makes me wish it was canon. Lucy's really happy as we are that they finally got after 40 chapters but that's what it made it so special but later down the line her own feelings will get the better of her and that might hurt us viewers to watch, from your writing skills... you might pull the heartstrings of hardcore Bwen shippers and maybe you could write a flashback chapter of the wedding from Lucy's perspective to make it more impactful. She really reminds me of Sayori, she wants everyone else to be happy but sometimes she can't help but think about her own emotions"

Wow, thanks a ton! I'm really happy I've been able to impress so many other Lucy fans with the direction I've taken her. Like I said to the other guy, you'll have to wait and see about the wedding. It's cool how you compared my version of Lucy to Sayori. DDLC didn't come out until just after I started posting this story, so I didn't have a chance for her to be a direct influence, but the character archetypes are very similar. Dan Salvato and I were probably inspired by a lot of the same anime characters. I was also inspired by Robin Williams, as one of the reasons Lucy tries so hard to make others happy is because she knows how bad it feels to not be happy. I noticed Sayori is the same way.

Guest: "Lucy is love. Lucy is life."

Truth.

Guest: "Any day now…"

I know. I'm still waiting on Half-Life 3 and NGNL season 2 as well.


	46. May, Year 4 (Part 2)

**May, Year 4 (Part 2)**

Gwen was tired walking into school the following day. After talking with Ben, there had been a lot on her mind, and it had kept her up at night. But now, she was trying not to focus on all of that. She was nearing the end of her last year of middle school, and she wanted to put an extra effort into her schoolwork before moving onto high school.

When she got to her homeroom, Gwen sat down and took out her notebook to review her notes from the previous week. Before long, she was interrupted by someone stepping in front of her desk.

"Yo, classmate!" Lucy said, smiling down at her.

Gwen looked up. Seeing Lucy made her nervous at first. She was worried that their conversation from the other day would have an effect on her cousin, maybe even making things awkward between them. Luckily, things didn't seem that way, so Gwen managed to relax and smile back at her. "Good morning, Lucy."

"You wanna go over the homework together?" Lucy asked.

Gwen eyed her suspiciously. "Is that your way of asking, 'Can I copy your answers to the homework?'"

Lucy giggled, then playfully flicked Gwen's forehead. "Nope! You're not the only good student in this school, ya know." She pulled up her chair and sat down across from Gwen.

When Lucy took out her notebook, Gwen was relieved to see she'd been telling the truth. "Alright, fine. You get a gold star today."

"Yay!"

Their first few classes of the day were surprisingly pleasant. Lucy didn't seem awkward at all, and Gwen was beginning to think their earlier conversation really could be water under the bridge. They had separate classes right before lunch, so they parted on cheerful terms, intending to meet up again after class. By the time class was over, Gwen had stopped worrying about the situation all together.

However, on her way to lunch, something changed that.

Gwen was walking down the hallway, expecting to meet Lucy in the lunchroom, but out of nowhere, she felt someone come up from behind her. "Hellooooo!" Lucy shouted, pulling Gwen into a hug. This was something Lucy had done a million times before. Usually, Gwen would just shrug it off or laugh along with Lucy's antics. However, Gwen didn't do that this time. Instead, she tensed up, and without thinking, she grabbed Lucy's arms and shoved her off of her.

There was an awkward pause. Gwen and Lucy stood apart from one another, staring motionlessly. Lucy wore an expression of shock. Gwen, too, was shocked by her own cold reaction, and looked at Lucy apologetically.

"Lucy, I-" Gwen began to say she was sorry.

"No no, I get it," Lucy said, cutting her off. "No worries. C'mon, let's get some lunch." She smiled at Gwen and waved for her to come along, but she kept a safe distance. Lucy's concept of 'personal space' was generally nonexistent, so that made Gwen worry slightly.

 _Why did I do that?_

Gwen's guilt set in as they walked the rest of the way to the cafeteria together. Lucy hugged her like that all the time, not to mention all the flirting and downright inappropriate touching. It had bothered her sometimes, sure. But it was never like what had just happened. For a brief moment back there, that was probably the most uncomfortable she'd ever been with Lucy.

 _It's because I know now._

Another girl having a crush on her was something Gwen had never experienced before, as far as she knew. She wasn't prepared for how it might affect her friendship with Lucy at all. And based on how quick Lucy was to drop the subject, that probably meant she could tell. The fact that Lucy must be feeling guilty about it now too made it even worse.

However, as they stood in the lunch line, Lucy chatted away like nothing was wrong. Gwen tried to play along, but she knew everything she said must have sounded extremely forced. So, as soon as they got their lunches and sat down together at a secluded table, Gwen felt the need to apologize properly.

"Listen, Lucy, about that thing in the hallway earlier…" Gwen said, managing to change the subject while Lucy paused to start eating. Lucy looked up at her uncertainly, but didn't interrupt her this time. "I'm really sorry about that. I know it must be awkward for you too, so I just wanted to let you know I'm not weirded out by you or anything, I just sorta reacted without thinking."

Lucy smiled a little. "It's fine. I know you're more used to guys being into you."

"Yeah, I guess." Gwen laughed a bit, embarrassed by Lucy's comment. Luckily, that made Lucy laugh too.

There was another moment of silence as they both ate their lunches. After having some time to think, Gwen decided to come clean about something else while she was at it.

"I told Ben," Gwen said quietly.

Lucy nodded acceptingly. "I figured. But that's good. Since you know, I think it's only fair he gets to know too."

Gwen was relieved that Lucy wasn't upset. "And don't worry, he's okay with it too. We're both willing to do whatever we can to make it up to you."

"No, no, really," Lucy said, waving her hands dismissively. "Please, you guys don't have anything to make up for. I'd feel a lot better if you two didn't worry about me at all."

Gwen wasn't sure what to say to that.

 _Maybe Ben was right._

Ben's suggestion to just leave Lucy alone suddenly made a lot more sense to her. Maybe what Lucy was worried about the most was, strangely enough, them worrying about her.

"Well, alright. So since we're all cool, you wanna hang out with me and Ben after school?" Gwen suggested.

Lucy smiled gratefully. "Sounds good!"

* * *

Later, at Ben's house, Gwen found it strange just how casual Ben and Lucy were acting. Ben had just found out that Lucy was basically in love with him, and Lucy knew that he knew, and yet they were acting like nothing had changed between them at all. As soon as Ben had opened the door to let them in, Lucy had tackled him in a hug, and he'd laughed it off like she was just her usual annoying self. Gwen was glad their method of dealing with it seemed to be working for them, but she was worried sweeping the problem under the rug for now would only make things worse later on.

Now, the three of them were sitting on Ben's couch playing video games. It was as if they were just three friends hanging out, not three cousins in a weird incestuous love triangle.

 _Am I the only one who remembers what the hell's going on here?!_

But Gwen's concerns did not appear to be shared by Ben and Lucy.

"Shoot those guys over there," Ben commanded.

"You got it!" Lucy agreed enthusiastically, mashing her controller and aiming in the general direction Ben had suggested.

"Okay, now get in the Scorpion."

Lucy looked at Ben questioningly.

"What?" Ben asked.

"I know my English isn't perfect, but I think you just told me to get inside of a predatory desert arachnid," Lucy said.

"The tank. Get in the tank. It's called a Scorpion in this," Ben explained.

Lucy gasped. "Oh, awesome! I get to blow stuff up!" Lucy hurriedly moved her character over to the tank and got in. "Ahahaha!" she laughed maniacally. " _Panzer vor!_ "

"...Pants are for what?" Ben asked, just as Lucy aimed the tank towards him and fired.

" _Explosion!_ Nahahaha!"

"Hey! Lucy, what was that for?" Ben complained.

"Couldn't resist!" Lucy admitted proudly, giving Ben a friendly punch to the shoulder.

Gwen furrowed her brow at them.

 _Seriously, how can they be so calm about all this?_

Gwen had to shut her mind up before she started feeling guilty again. If they were going to act like it was fine for now, maybe she could try to do the same for a bit.

The game soon came to an end as Lucy blew everything up in a fiery explosion. "Ha-HAA!" Lucy cheered, jumping to her feet. " _Gut gespielt!_ "

"Quit speakin' alien!" Ben complained. "I can't understand it anymore."

Lucy giggled, falling back onto the couch. Then she gasped like she'd just remembered something. "Ooh! Guess what?"

"What?" Ben asked.

"So, remember how Camille and Joel quit the Plumbers?"

Gwen's heart sank a little. Last time they'd discussed that, Lucy had been very upset, feeling responsible for interrupting their lives. "Yeah. Did something happen?" Gwen asked cautiously.

"Well, I talked with them about it a little," Lucy explained. "And, well, it turns out they're still in contact with the Plumbers. They plan to rejoin once I go off to college!" She sounded very happy to be giving them that news.

Gwen was a little surprised she was telling them about it at all. Lucy could be surprisingly secretive about her personal life. However, perhaps she had chosen to open up to them about this because they had already talked about it before and she wanted to let them know everything had turned out okay in the end.

"Wow. That's great, Lucy!" Gwen said encouragingly.

"Yeah, that's awesome!" Ben said. "So that's in like, what, four years?"

Lucy nodded, smiling happily. "Mhmm! I'm so glad. I love them for taking time off to let me stay with them, but I'd love for them to go back to saving the world like they want to."

"How old do you have to be to join the Plumbers?" Ben asked.

Gwen flinched, shooting a nervous gaze at him.

 _What?_

"Hmm. I dunno," Lucy said. "Why? You wanna join too?"

"Yeah, totally! With a recommendation from them and from Grandpa, plus all the experience I have fighting aliens, I'm sure they'd let me in."

Lucy giggled. "Well, I'll let them know. Maybe in four years they can teach you everything you need to know."

Gwen felt like a heavy weight was pressing down on her.

 _What is he talking about? He wants to be a hero again? I thought we were past this!_

"Sweet, thanks!" Ben said. "Alright, so, what now?"

Gwen snapped out of it, remembering something she and Ben had agreed on earlier.

 _We can deal with this later..._

"Um," she began, elbowing Ben's arm to get his attention. "Lucy, Ben and I were going to ask you something."

"Oh yeah," Ben said, nodding in agreement.

"Hmm?" Lucy asked, cocking her head to the side curiously.

"So, it's almost summer vacation. Ben and I were planning to go on a trip with our grandfather again," Gwen said.

 _A normal trip. With no Omnitrix._

"You wanna come with us?" Ben asked.

A wide smile crept across Lucy's face as she seemed momentarily stunned by the offer, then she broke out in squeals as she hopped up and down. "Yes yes yes yes YES!" she shouted, leaping towards Ben and Gwen. Wrapping them both in her arms, she began rapidly kissing their faces.

"Whoa, whoa, hey now-"

"Okay, haha, okay!"

Ben and Gwen struggled to push Lucy off of them, but she didn't seem bothered by it. Once she backed off, she spun around in place. "Oh my gosh! I can't believe it. It'll be just like two years ago! Me, you guys, Uncle Max. We'll drive around, fight crime, see some human monuments, eat more exotic food, all sorts of cool stuff!"

A thought crept across Gwen's mind. She glanced over at Ben, and sure enough, she caught him staring longingly at his wrist. Lucy seemed to think this summer would be just like their previous summers. Up until now, Ben probably hadn't really considered just how different things might be this time either.

Lucy straightened up and stood back from them, putting her hands together in a grateful posture. "Thank you. Really. This means a lot to me."

Ben smiled. "Don't sweat it! Things are always more fun when you're around."

Gwen nodded in agreement.

 _Well, she certainly makes things interesting. I just hope this is a good idea._

* * *

"So, I guess we'll see you again tomorrow?" Gwen asked Lucy as Ben led them to his front door.

"Probably," Lucy said. "You wanna walk home with me? Or have you guys got some 'late night activities' planned?" she asked, giving them a coy smile.

Gwen rolled her eyes. "I actually _will_ be staying a little longer, but _not_ for the reason you're thinking of," she assured her.

Lucy snickered. "Sure, sure, whatever you say." Lucy made a gesture like she was zipping her lips as she headed for the door. "Well, 'night, guys!"

"Goodnight, Lucy."

"See ya."

Once they were alone, Ben and Gwen made their way back to the living room.

"That went pretty good," Ben said, taking a seat on the couch.

"Pretty _well_ ," Gwen corrected. "But yeah. I'm glad she was so happy we invited her on the summer trip," she said, sitting down beside him. For a moment, she considered whether or not to talk to him about how he said he wants to be a Plumber.

 _It won't come up for real until he graduates high school. He'll probably change his mind by then anyway._

It seemed silly to make a big deal out of it now. And Ben would probably think she was being annoying by nagging him about it. However, she couldn't shake the awful feeling that was slowly creeping its way over her. Ben risking his life had been one of her biggest fears for such a long time, and she thought he'd finally sworn off it when he'd given her the locket for their birthday.

 _I can't just let this go._

Gwen's expression hardened a little. "Ben...do you really want to be a Plumber when you grow up?"

Ben smirked. "Well, I guess that depends what kinda plumber we're talkin' about."

"You know what I mean," Gwen said, using a tone of voice which she hoped was serious but not harsh.

Ben seemed to get the point. "Well...well yeah. Like, it seems like the perfect job for me. I could follow in Grandpa's footsteps."

Gwen didn't like that answer. She was hoping he'd say it was just something that had come to mind when Lucy mentioned it and not something he'd really thought about much. "But I thought we gave up being heroes," she said, her disappointment obvious in her voice.

"We did," Ben agreed, holding up his left arm and turning it to show off his blank wrist. "I'm not talkin' about single handedly saving the world with alien superpowers, here. It'll be like being a cop. But like, a space cop."

"How is that any different?" Gwen asked exasperatedly.

"I just said how!" Ben was raising his voice now, defending himself from Gwen's accusatory line of questioning.

"But you'll still be putting yourself in danger!" Gwen insisted, standing up to yell at him. "Whether or not you had superpowers was never the point!"

"I know that," Ben said, mimicking Gwen's movements and getting up from the couch as well. "But if I do it the right way this time, it won't be _nearly_ as dangerous."

"But why would you want to be in _any_ danger?"

"To help people, Gwen! It's what I wanna do with my life. I thought you liked that about me!"

"I _do!_ I've _always_ admired that about you. It's one of the reasons I fell in love with you in the first place!"

Ben opened his mouth to shout a response, but he stopped, confused. Right in the middle of their fight, she had shouted compliments at him instead of insults. His eyes darted back and forth like he was trying to figure out what the hell just happened.

Gwen realized the absurdity of what she'd said too. Slowly, she began to laugh, and Ben joined in after a moment. They stood there, facing each other and chuckling for a few seconds. For some reason, Gwen stepped forward and pressed her forehead against Ben's. They stopped laughing and stared at each other happily.

"I'm such an idiot," Gwen said quietly.

"I guess I am too," Ben agreed.

"We still fight like this."

"I know."

"And we still make up."

"I know."

Already, the idea of Ben joining the Plumbers when he grew up was starting to seem like less of a bad idea to Gwen. He'd be an adult instead of a kid, he'd be more mature, trained, and experienced. And more importantly than any of that, it was his choice, and she wanted to support him, even if it scared her.

"You can join the Plumbers if you want to," Gwen said. "Whatever you choose to do, I'll still love you." Her animosity completely forgotten, she leaned in closer and kissed him. Ben smiled and kissed her back. Out of nowhere, their eyes lit up with passion.

* * *

It was several minutes later, with Ben and Gwen making out on the couch, when they heard the front door open. They stopped, momentarily pausing as the realization set in.

" _Shit,_ " Ben said under his breath. His parents weren't supposed to be home for another hour. Panicking, he and Gwen scrambled to climb off of each other. In their haste, they fell off the couch, landing on top of each other once again.

Luckily, they had a few seconds before Ben's parents rounded the corner. In that time, they managed to untangle themselves and get out of their compromising position, springing to their feet at the last second.

Ben's parents smiled when they walked into the living room. "Oh hello, Gwen! I didn't know you were over," Ben's mom said.

"H-Hey, Aunt Sandra, Uncle Carl," Gwen stuttered out.

Carl looked back and forth between them. They were both flustered and out of breath, and Gwen was fixing her shirt. "Everything alright, you two?" he asked.

"Yeah! Yeah, we're fine, we're fine," Ben said. He cleared his throat as he took a big step away from Gwen. "What are you doing back so early?" he asked.

"Oh, our friend had to cancel," Sandra explained. "Will you be staying for dinner, dear?" she asked, turning to Gwen.

"Sure. I'd, I'd be glad to," Gwen answered, avoiding eye contact with Ben.

"Great!" Carl said. Without much more small talk, Ben's parents walked away, giving Ben and Gwen another moment alone.

Ben let out a deep breath. " _Fuck,_ " he said quietly.

"Yeah," Gwen agreed, breathing heavily. "That was _way_ too close."

"We'll have to...pick that up later, I guess," Ben suggested.

Gwen looked at him questioningly for a moment. She looked even more freaked out about their latest close call than he was. However, a sultry smile slowly crept across her face as she nodded her agreement.

* * *

"So you never told us why you were so late yesterday, Christina," Ally said.

Across from her at the lunch table, Christina finished chewing before she spoke up. "Oh yeah. My bad. My mom had to drop my brother off at karate before she brought me over."

"Your brother does karate?" Ben asked, suddenly curious.

Christina turned to him. "Yeah, for a few years now. Started when he was nine."

"Where does he take classes?" Ben asked.

Christina looked up and to the side, thinking. "I...can't remember the name of the place right now. Why? You thinkin' of taking karate lessons?"

"I would've thought you'd be more of a 'street brawler' kinda guy, Ben," Ally chimed in.

"No, no, my cousin does karate. She's a black belt. I was just curious if they went to the same place," Ben explained.

"A black belt? Already?" Christina sounded impressed.

"Damn. I knew that girl had game," Ally said.

Julie perked up a bit at the mention of Ben's cousin. "Hey, speaking of your cousin, don't think we've forgotten your promise."

Ben looked at her questioningly. "Promise?"

"When we bumped into you and your cousin at the boardwalk, remember? You said we could all hang out sometime. We wanna see more of the famous Gwen," Julie explained.

"...She's not _that_ great," Ben said, waving his hand dismissively.

Ally and Christina giggled a little while Julie just smiled at him skeptically.

"What?" Ben asked, getting embarrassed.

"Regardless, let's all get together sometime this week," Julie suggested.

"Hmm. Well, me, Gwen, and Lucy were gonna go out for pizza and then go see Civil War this weekend," Ben said. "You guys wanna come along?"

"Oh hell yeah!" Ally agreed. "I've been wanting to see that."

"Okay," Christina said.

"As long as they're fine with it," Julie said. "We don't want to intrude."

"No it's cool," Ben assured her. "They won't mind. Lucy probably wants to meet you guys too anyway."

* * *

"You're mad at me."

"No, I'm not," Gwen rebutted.

Walking together, Ben must have noticed the look on Gwen's face. Not to mention the cold attitude she'd had ever since he told her he'd invited Julie and her friends.

"Yes you are."

"No, I mean it!" Gwen took a breath, catching herself on the verge of snapping at him. "Look, I'm trying to be reasonable about this. I was the one who agreed when Julie suggested we all hang out sometime in the first place," Gwen said, referring to the time they bumped into Julie at the boardwalk. "So it's not you. It's just…"

"...You don't like Julie," Ben said.

"That's not it!" Gwen denied. "...She seems really nice. And she was good to you." Gwen lowered her voice. "I just...don't like being reminded of being separated from you."

Ben speed walked to catch up with Gwen, stepping in front of her and turning around to stop her in her tracks.

"What are you-"

He put his hands on her shoulders, then moved in to kiss her. Gwen made a noise in surprise, then closed her eyes. After a moment, Ben pulled back. "We're not separated anymore," he reminded her. "You have nothing to worry about with Julie."

Gwen stared at him in surprise. Her heart was beating like crazy. She wanted to say something to thank him, but her embarrassment got the better of her. "You..You... _Doofus!_ " She lightly smacked him on the shoulder as she stepped back, covering her red face. "You can't just be romantic and cool like that out of nowhere! We're in public!"

Ben looked around real quick, but the street they were walking down was deserted. He laughed lightly. "Alright, alright, my bad. But it's okay, no one saw."

"I'm _serious,_ " Gwen said, stepping in real close so she could speak quietly. "We've already had a close call with these people, not to mention the close call with your parents the other day. We _need_ to be more _discrete._ "

"I got it, I got it," Ben assured her, taking a step back and waving his hands.

"...Well, okay. Good. Let's just try to get through this without any more slip ups." Gwen marched past him towards the pizza place.

 _If only we didn't have to hide it._

It was a thought Gwen had been having a lot recently, and she was certain Ben felt the same. It would be nice to be able to hang out with friends aside from Lucy without having to worry about what they did in front of them.

When they arrived at the pizza place, they saw they were the last ones to get there. Lucy had already gotten a table with Julie, Ally, and Christina, and she appeared to be regaling the others with some funny story of hers because they were listening intently and laughing along with her. Ben was sure none of them had ever met Lucy before, but she looked like she was already their best friend.

Gwen was trying to hide it, but she felt anxious. Just as she'd told Ben, she didn't doubt that his friends from school were good people, but the fear of getting found out was always worse when they were around others.

"It'll be fine," Ben told her, reaching out and squeezing her hand. "You'll love 'em once you get to know them."

Gwen nodded, giving him an appreciative look. Just before she started walking to the table, she saw Ally turn her head towards them. Gwen pulled her hand away from Ben's as soon as she made eye contact with the other girl. She felt a brief surge of panic, but luckily, Ally didn't seem to notice. She turned back to the rest of the table and announced that Ben was here.

"Yay!" Lucy said, clapping her hands together. "Ben! Gwen! Get over here!"

"Okay, okay, _shh!_ " Gwen said as she and Ben made their way over to the others, shushing Lucy since she was being awfully loud for a public setting. At the table, they sat down next to each other, with Julie on Ben's right and Lucy on Gwen's left.

"Glad you could make it, Gwen," Julie said to her.

Gwen smiled. "Yeah. No problem."

"Ben, you wanna introduce everybody?" Julie suggested.

"Hmm? Why? Seems like everyone's already met."

"Just do it, Doofus," Gwen said.

"Alright, jeez."

The rest of the table giggled.

"Okay, well, uh...Gwen, Lucy, these are my friends from school, Julie, Ally, and Christina," Ben said, gesturing towards his right. "And you guys, these are my cousins, Gwen and Lucy," he finished, gesturing to his left.

" _They're_ cousins. _I'm_ their second cousin-in-law, once removed, actually," Lucy corrected, raising her index finger like a teacher.

"Don't get all technical on me. I don't need a second Gwen in my life," Ben said.

"Yeah, you wouldn't want _two_ people around to make you look like an idiot all the time," Gwen quipped.

Lucy and her friends laughed at this exchange.

"You two are _definitely_ related," Ally said.

"Unfortunately," Ben and Gwen said in unison. This only made the rest of the table laugh harder, while Ben and Gwen shot each other a glare and tried not to look embarrassed.

 _Well, at least our inability to stand each other will keep them from realizing we're dating._

Gwen smiled at that thought as she turned away from Ben. It was kind of funny how easy it could be to hide that part of their relationship sometimes, while seemingly impossible at others.

Soon after the laughter died down, the six of them ordered their pizza and began chatting amongst themselves as they waited.

"Hey Ben," Ally said, getting Ben's attention.

"Yeah?" Ben asked.

Ally briefly glanced around the table. "Don't you have any guy friends?"

Lucy snapped her fingers and pointed at Ally. "That's what _I_ said!"

Ben smiled smugly, but before he could say anything, Gwen kicked his leg under the table. He grunted in surprise, but decided not to make whatever joke he was about to make.

"That's okay, Ben," Julie said, patting him on the shoulder. "I'm sure the other guys are just intimidated by how in touch you are with your feminine side," she said teasingly.

"Hey, now. I'm plenty manly," Ben argued.

"Yeah, that's the manliest necklace I've ever seen!" Christina joked.

Everyone except Ben and Gwen laughed at that. Ben's necklace was partially visible around his neck, so he grabbed his collar and adjusted his shirt to hide it. Gwen's wasn't visible, but she did the same thing just in case. She didn't want another incident like she'd had with Emily. Lucy made eye contact with her, and she did her best to let her know not to show hers off either. Lucy seemed to get the message and gave her a mildly disappointed nod.

A buzzing from below the table interrupted the conversation. Julie reached into the pocket of her hoodie and pulled out her phone. "Oh. Excuse me for one second." She stood up and moved over to the empty table beside them, beginning to speak into her phone in Japanese.

"Why do you wear that necklace if you're just gonna cover it up with your shirt?" Ally asked. "Or is it one of those things that tells paramedics what medicines you're allergic to or something?"

"Uh...Yeah, let's go with that," Ben said, hoping to dodge the question.

"Well of course," Gwen stepped in. "You didn't think this visual trainwreck had any sense of fashion, did you?"

Ally and Christina laughed at Gwen's jab. Ben looked annoyed, but Gwen could tell he knew she'd only said that to distract them from getting more curious about their lockets.

Turning to her other side, Gwen noticed Lucy beside her. She hadn't laughed at Gwen's joke. Instead, her focus was on Julie, and she looked like she was trying to listen to what she was saying. However, Julie still wasn't speaking English.

 _Does she have a translator on her or something?_

Gwen considered that, but from what she knew about that kind of alien technology, it affected everyone in the area. Since she wasn't able to understand Julie right now, that couldn't have been it.

Someone at the front of the restaurant called out their order number. "Hey, that's us!" Christina said, hopping up to go get it with Ally following her.

Having a moment to themselves, Ben and Gwen leaned in close.

"You okay?" Ben asked.

Gwen cracked a smile. "You kidding? These girls like hearing you get insulted as much as I do. I could do this all night!"

"Cool. But please don't." Ben seemed somewhat relieved that Gwen's earlier trepidation had passed, although he probably wasn't too happy about why. "But, uh, maybe next time we should leave our lockets at home," he suggested.

Gwen blushed, putting her hand over her chest where her locket was. "...No. I want to wear it."

Ben looked at her skeptically, but he nodded. "Alright. Never mind, then. I'll keep mine on too."

Gwen smiled. "Thank you."

"Pizza time!" Christina declared, approaching the table with Ally, each holding part of their order.

Ben and Gwen jolted back in surprise.

"Whoa, my bad! Didn't mean to interrupt you guys," Christina said.

"No! We just-" Gwen started to say something defensively, but luckily, Julie finished her call and returned to the table at that moment.

"Okay, sorry about that. Oh good, the pizza's ready!" Julie said, sitting down in her chair.

" _Sore wa anata no otousan deshita?_ " Lucy asked her.

Julie looked at Lucy in surprise, and everyone else at the table just looked confused. Then Julie smiled. "Yeah, that was my dad. Do you speak Japanese, Lucy?"

" _Hai!_ _Auch Deutsch, et un peu de français_ ," Lucy responded, switching from language to language.

Julie clearly didn't understand all of what Lucy had said. "Uhh...I think there was French in there too? Wow, that's impressive," she said.

"Is everyone in your family multilingual?" Ally asked them.

"No, Lucy just...travels a lot," Ben said.

"And she loves foreign films," Gwen added.

Lucy grinned and shot them both a look that said ' _Nice one._ '

Gwen tried to remember if she already knew that Lucy spoke other languages. She'd heard her say non-English phrases before, but never to the extent that made her fluency clear.

 _I guess that's just another of Lucy's hidden talents._

The rest of the meal went relatively smoothly. The more Gwen got to know Ben's friends, the less she was afraid of them. They really did seem like great people, and it made her happy to know Ben had some decent friends at school. Whereas she had Lucy and even Emily, there were times she was worried Ben had nobody, but that clearly was not the case.

 _I'm glad his breakup with Julie didn't ruin that._

Gwen furrowed her brow. She usually tried not to think about anything to do with Ben's previous relationship with the other girl, even the breakup.

 _It doesn't matter anyway. He's with me now._

She smiled to herself, satisfied with that knowledge.

"Alright, I'll go up and pay. Y'all can Venmo me after," Lucy said, getting up from the table once they had all finished eating.

"Y'all?" Ben said incredulously. Then he looked down as his phone suddenly began to vibrate.

"Who's that?" Gwen asked.

"Just my mom," he said, looking at the screen. "I'll meet you guys outside."

Gwen nodded and turned back to the others at the table just in time to see Ally and Christina getting up as well.

"I'm going to the bathroom. Be right back."

"Me too."

Suddenly, Gwen found herself alone at the table with Julie.

 _...Oh._

She glanced at the other girl, wondering if she should feel awkward or not. This was her boyfriend's ex-girlfriend, but only she knew that. Julie probably had no reason to feel awkward around her. However, she was definitely looking at her strangely.

"...What?" Gwen asked after a moment of silence.

"So, how long has this been going on?" Julie asked.

Gwen felt panic shoot through her. Julie hadn't specified what she was talking about, and her tone of voice wasn't hostile at all, but somehow that question still managed to sound very accusatory.

 _Stay calm. That could mean anything._

"How long has what been going on?" she asked, keeping her face as straight as possible.

Julie lowered her eyelids, looking unamused. She said nothing, but the message was clear: ' _You know what I mean._ '

Gwen held her gaze, saying nothing either. Paralyzed with fear, she couldn't bring herself to confirm or deny anything.

Julie sighed. "Just...this wasn't going on while he and I were still together, was it?"

Gwen was still scared out of her mind, but now, she also felt a little bad too. Julie had clearly figured them out, but she didn't seem like she was going to do anything about it. She just wanted to know if she had been cheated on. Deciding there was no point in trying to deny her relationship with Ben, Gwen decided to answer truthfully, hoping that she could end this conversation by putting Julie's fears to rest. Almost imperceptibly, she shook her head, letting Julie know she and Ben hadn't done anything back when they were still dating.

Julie nodded acceptingly. "Okay. That's all I needed to know," she said. "Don't worry. I'm not gonna tell anyone. But...there's one more thing I want to say."

Gwen braced herself for the worst.

 _Should I not have done that? Should I have denied everything instead? What is she going to do?!_

"You know what you're doing is dangerous, right?" Julie said.

Still completely stone faced, Gwen sat there looking at her, afraid to move or say anything in response.

"I just don't want to see Ben get hurt, okay? Please consider that."

Gwen still didn't want to say anything, and luckily, she didn't have to. Just then, Lucy returned to the table. "Alright! Bill's taken care of." She glanced around the table, seeing only Gwen and Julie there. "Where's everyone else?"

"Ben's taking a call outside. And the others are in the bathroom. Should just be a minute," Julie said, sounding as casual as ever. It was as if her one-on-one with Gwen had never taken place.

 _I guess Lucy's not the only good actor around here._

"I'm gonna go wait with Ben," Gwen said, excusing herself from the table. She was glad Lucy had come back to rescue her, but now she just wanted to get away from Julie. Not only had that been the scariest, most uncomfortable moment she'd had since she and Ben had started dating, but it got her thinking some other pretty worrisome thoughts as well.

 _Julie knows. Emily and Mom probably know too. How many others have already figured it out?_

* * *

Gwen couldn't think about much else while she was watching the movie with the others. Being confronted by Julie like that had been a real shock to her system, and she had a lot to consider now.

 _She's right. What we're doing is dangerous._

Julie and Emily had both been kind enough to let things go, but there was no way they'd ever be as accepting of their relationship as Lucy was. Her mother seemed to have let the subject drop as well, but that was probably just because she had no real proof. One of these days, she was going to walk in on them, or overhear a sensitive conversation, or something else that would be a dead giveaway. And if it wasn't her, it would just be one of their other parents, or someone else who would tell them.

 _What will happen to us then?_

The thought of being separated from Ben again, forcefully this time, terrified her. She was sitting next to Ben, and she wanted to do something with him for comfort. Grab his arm, hold his hand, anything really. But she couldn't. His friends were seated on the other side of her, and there was no way she was doing anything in front of them. She wished Lucy had chosen to sit between her and them so there was at least a bit of a buffer, but Lucy was sitting on the other side of Ben instead.

Glancing over at Ben and Lucy, she saw Lucy was actually holding Ben's hand the way she wished she could right now. They'd been doing things like that the whole movie so far. Every time she looked over, Lucy would be whispering some funny comment into his ear or grabbing onto him for comfort during a sudden, loud burst of action on screen. Ben seemed alright with it, and Gwen started to feel like she was third wheeling with her own boyfriend.

 _Things would be so much easier for them._

Gwen hated that the thought even crossed her mind, but she knew it was true. Sure, it would be weird at first when other people found out, but Ben and Lucy weren't really related the same way they were. If she and him were dating, they could do it openly, without having to sneak around or worry about getting caught all the time.

 _They go well together, too._

She couldn't help herself from thinking that either. Ben and Lucy were both born troublemakers. They liked to play pranks, they didn't follow the rules, they could turn anything into a game, and they only got serious when they really needed to. Unlike her and Ben, they never really fought, and it seemed as thought they could always get along no matter what was happening. Not to mention Lucy was completely supportive of Ben's plans to join the Plumbers when he grew up, while Gwen was only grudgingly going along with it because she wanted him to do what made him happy.

 _Maybe he'd be happier with Lucy._

Gwen froze. She wasn't paying attention to the movie at all at this point, completely absorbed by her own thoughts. The idea of Ben being with Lucy instead of her was devastating, but she couldn't stop herself from imagining it. Everything about it made too much sense. She was even in love with him, and Gwen had no doubt that Ben could learn to love the fun, sexy, enigmatic girl too if he was given the chance.

 _Stop, stop, stop, STOP!_

Gwen shouted at herself in her mind. The logical part of herself couldn't deny any of it, but she was just now realizing these thoughts had driven her to the edge of tears. The idea of breaking up with Ben so he could be with Julie instead was almost as terrifying as their parents finding out about their relationship and ending it for them.

 _Is there any way this ends with us together?_

* * *

"That was great, huh?" Lucy asked, skipping a little bit ahead of Ben and Gwen.

"What, the movie?" Ben asked.

"All of it!" Lucy said. "Yeah, the movie. But also your friends from school. They seem like really nice people!"

Ben chuckled a little. "Yeah, they're pretty cool."

"What did you think, Gwen?" Lucy turned around and started walking backwards so she could face them.

Gwen didn't realize Lucy was speaking to her at first. She was looking at the ground while she walked, completely unfocused.

"Yo, Dweeb," Ben said, flicking Gwen's forehead.

"Ow! Hey, quit it!" Gwen smacked Ben's hand away.

"Whoa," Ben said, stepping away from her.

Lucy giggled. She skipped back to the two of them and wrapped her arms around Gwen. "What did you think of Ben's friends?" she asked again.

Gwen was a little uncomfortable to have Lucy clinging to her again, but she managed to avoid freaking out about it this time. She was more worried about what she should say about Ben's friends after her conversation with Julie. "They were nice," she said simply.

Ben tilted his head and looked at her questioningly.

"For sure! And soooo pretty!" Lucy let go of Gwen and twirled away from her. They'd come to the end of the sidewalk at an intersection, one way leading to Ben's part of town and the other way leading to Gwen and Lucy's. "Welp, looks like this is where we split up. You coming with me, Gwen? Or you got more plans tonight with the boyfriend?" Lucy asked with a wink.

Gwen glared at her, blushing. She looked over at Ben, who seemed to be leaving it up to her.

 _We really, really need to talk._

"...I'll be staying at Ben's tonight," Gwen said.

Lucy giggled. "Alright. Have fun, you crazy kids. Don't do anything I wouldn't do!"

"That's really not much," Ben said.

Lucy laughed as she skipped off down the other street. Ben and Gwen went the other way together. Gwen was walking a little ahead of Ben, her arms crossed defensively.

"Okay, what's up with you?" Ben asked. He sounded irritated.

Gwen turned to look at him, narrowing her eyes. "Excuse me?"

"You're clearly mad about something. Is it the same as earlier?"

Gwen looked ahead of her. "No," she said.

"Oh god, don't do that again. If you're mad at me, you have to-"

"I don't wanna fight with you!" Gwen snapped. They both stopped in their tracks, a little stunned. Gwen lowered her gaze guiltily. "Sorry," she said, starting to walk again.

"It's okay. I'm sorry," Ben said, following after her. "But seriously, I wanna know what's wrong."

Gwen rolled her eyes and sighed. "Let's...Let's just get to your house first." It was pretty late at night, but they were still in public. If they were gonna talk about everything that had been on her mind that day, she didn't want to do it somewhere that might draw attention to their secret relationship.

When they got to Ben's house, they went inside and shut the door behind them. "Your parents _definitely_ aren't home, right?" Gwen asked for confirmation.

"Yeah, they're gone tonight," Ben told her.

"...Let's go up to your room," Gwen suggested, still preferring the privacy of it.

Ben's eyes went wide. "Wait, you mean-"

"Not for _that!_ " Gwen clarified.

Ben put his hands up. "Right. I knew that."

Gwen sighed angrily. "Just come on." She led Ben up the stairs to his room. As Ben closed the door behind them, Gwen walked into the middle of the room and stood there, arms crossed defensively again.

"...So, what did you wanna talk about?" Ben asked.

Gwen stood still for a minute. There was so much on her mind, she didn't even know where to begin. "...A lot."

"Sounds like you," Ben quipped.

Gwen pursed her lips. She really wasn't in the mood for their usual banter. "Ben...can this really work?"

Ben paused for a moment, but he seemed to get the picture. "You're talking about us, right?"

"Yes. I am."

"Then of course it can."

Gwen was somewhat pleased to hear him say that with such confidence, but that didn't matter much at the moment. "I'm not so sure anymore."

A look of fear came across Ben's face. "What? Why not? What did I do?"

"N-No, no, no!" Gwen said hurriedly. "It's not about something you did, it's, it's just…"

Ben took a step closer. "Gwen, tell me what's wrong."

"I...It's the...We…" Gwen struggled to find the right words. "Everything! Everything is wrong! Lucy, Julie, your future, there's just _so much_ wrong right now. I just, how, how can we even do this?" she let out, the stress and fear she'd been feeling lately becoming clear in her panicked voice.

"Whoa, whoa, whoa," Ben said, waving his hands. "What? Hang on. Lucy? Julie? My future? You mean about me becoming a Plumber? I thought you were fine with it."

Gwen averted her gaze guiltily. "I _am_. But...only because it's what _you_ want. I would never want you to keep putting yourself in danger if it were up to me."

It was nothing she hadn't told him before, so he didn't seem to feel the need to press that issue any further. "Well, okay, fine. What about Julie? I thought you said you liked her."

"Ben, she _knows_ ," Gwen admitted.

Ben looked stunned. "She...She knows? About _us?_ "

Gwen nodded.

"How?"

"I don't know! She just figured it out, I guess. And that's the point! We _can't_ keep this a secret forever. People can tell we're dating no matter how much we try to hide it."

"Well does anyone else know?"

"...A few."

" _Fuck,_ " Ben said scathingly under his breath, balling up his fists in anger. He exhaled as he relaxed a little. "Okay, who else knows?"

"Emily."

"Your friend from school?"

"Yes. She saw the picture in my locket, and she didn't say anything about it, but I think she at least suspects us."

"Okay...okay…" Ben put his hand to his forehead, looking like he was trying hard to work this out. "Well, neither of them are gonna say anything, right?"

Gwen shook her head. "Julie told me she wouldn't. And Emily was quick to drop the subject."

"Okay. Okay, good. Anyone else?"

Gwen froze as the last person who she thought was suspicious of them came to mind.

"Gwen?"

"...I think my mom can tell something's going on."

Ben put his hands together like he was praying. " _Please_ no. She will _literally_ kill me."

"She didn't say anything directly, but…" Gwen trailed off. Her mother was probably the worst person who could find out about their relationship, and even thinking about her catching them was making her worry even more.

"Dammit," Ben swore. "Okay, well, we just need to be extra careful around our parents from now on, right? We can handle it as long as they don't ever catch us."

Gwen was skeptical. She knew how smart her mother was. It would only be a matter of time before she found out one way or another.

"Alright," Ben went on. "So, what about Lucy? You said something was wrong with her too?"

"She's still in love with us, remember?" Gwen reminded him, speaking as if he was being an idiot for forgetting.

"I _know_ that, Gwen," he said. "But we're already handling that, remember?"

Gwen took a deep breath. The next thing she was going to say was going to be difficult. "Ben...have you ever thought about being with her instead?"

" _What?_ " Ben asked as if she'd just said something truly ridiculous.

"Ben, I'm serious!" Gwen insisted. "Think about it. She loves you, you get along great with her, she's funny, and beautiful, and kind, and most of all, you wouldn't have to hide it! If you two were together instead, it would solve everything."

"That makes _no_ sense, and you know it," Ben said forcefully. "That wouldn't solve _anything_ because we wouldn't be together anymore!"

Gwen froze as the implications of what she was suggesting finally dawned on her.

 _Not...together anymore?_

Ben seemed to get it too. "Wait...is that...Are you breaking up with me?"

"No!" Gwen denied immediately, but she knew that really was what she was suggesting. "I...I don't know! Maybe we should."

"Gwen, we _just_ started dating."

"And we've already been caught!" Gwen reminded him.

Ben opened his mouth to speak, but no words came out. He put his hand over his face as he tried to think of another argument. "Don't do this. This is _so_ stupid."

"It's _not_ stupid," Gwen insisted. "We _can't_ make this work. Not forever."

"Well I don't accept that!" Ben shouted.

"...Fine," Gwen said. "We're not breaking up yet. We'll talk about this later." She could tell she wasn't going to get through to him tonight, so she turned and headed for the door.

"Gwen? Where are you going?" Ben asked as she stepped out into the hall. "Gwen, get back here!"

Before she knew what she was doing, Gwen turned back to him and thrust out her hand, telekinetically shoving him. He flew back and hit the wall, grunting in pain.

 _Ow._

She felt pain surge through her body as well. It had been a long time since she'd last used her magic, and she didn't have the Charm of Bezel with her this time. She'd done it without thinking, lashing out at him in her anger at the whole situation, and she immediately regretted doing it. Ashamed of herself, she slammed the door and ran out of Ben's house.

 _I've made a huge mistake._

* * *

 **Author's note:**

This one took me a long time to edit as well. I had to change it a lot, and that made me want to add a whole bunch of new stuff too. It ended up becoming absurdly long for a single chapter, but there wasn't a good place to split it in half, so I decided to just keep it as one part. Anyway, in case you can't tell, things are kind of heating up as we get near the end here. I hope you're all still enjoying it!

Comments:

Josh Spicer: "Five seconds away from wanting to OTyeet that OT3 to OTbe an OTthing."

OTWhat?

Davidscrazy234: "I wonder if Ben will get a new Omnitrix from azmuth during there summer trip"

Sometimes I get the impression you guys don't actually read my responses to your comments.

MageofDuality: "Eventually someone's gonna catch them. I may not know ALL your plans, but I've seen the patterns ... I must start preparing for the feels train when (and possibly 'if') they're caught …"

Well, they got caught, sort of. Feels train tickets are now just half-price!

StayBlessed: "Good chapter. I gotta agree with Ben. Inviting Lucy on the trip is counter productive, but hey, that's probably the point lol. I didn't pick up that all those shows were incorporated into this fic though . The only showv you named that I watch was Invader Zim, the rest I've never seen lol. Even then, I thought they were referencing the TV show, not it actually happening."

Yeah, I'm gonna side with Ben on this one. Sometimes he gets to be the one with his head on straight. The three shows I mentioned last chapter are the only ones I've referenced directly as if they were real in this universe. Most of the others were meant to be taken as the kids making pop culture references.

LiaLia15: "Wow, I'm not sure if I've ever reviewed before...but I've been reading this story for a while now, and it's SO good. Like, insanely good. You're very talented! And the last chapter with some backstory for Lucy was great, too. I can't help but wonder...was that where the story title comes from? Maybe not, but it came to my mind XD GREAT job with everything so far. Can't wait to read more!"

I'm happy to receive the honor of your first review! Thank you for the compliments, I hope you enjoyed this chapter as well.

Guest's best: "I feel that, I wanted what I saw that day refers to Lucy wanting what she saw that day- Ben and Gwen in pure love. It's so heartbreaking... but gurlllll I can't wait."

The reason for the title will be revealed very soon. I've really enjoyed reading everyone's guesses throughout the story though.

Guest: "your opening scene played out real nicely. I can just imagine her with cotton candy stuffed in her mouth and enjoying her time with Ben with happiness glowing in her eyes, just like in this DeviantArt! DOTCOM /art/RQ-Bwen-in-the-rain-264747053"

Wow! That's an adorable piece of fanart right there! Now I'm wishing I had a rainy scene like that somewhere in my story.

csgt: "I loved this flashback Lucy-centric chapter! Very good!"

Thanks, csgt! I'm always happy to do more with Lucy's character.

Car-54: "Love the banter between Ben and Gwen. People are starting to suspect. I will be interesting to see what you do with that. The road trip should be fun. It does bring back a point you already mentioned. You said that Ben won't get another omnitirx. He's better come up with some way to defend himself. One of their enemies is bound to find them over the summer."

Guess he'll have to learn to fight the old fashioned way.

oblivionknight7: "I hope you don't go down the route a lot of authors do with regards to the mom (parens) finding out about the relationship because she had a similar relationship when she was younger or that she had seen it done before with someone else."

I'm not familiar with that trope.

Guest: "I like where this is going *evil smirk *"

Where would I be without my sadistic fans?


	47. August, Year 0

**August, Year 0**

"Oooh, this is so _exciting!_ " Lucy said, hopping up and down, already in her human form as the ship entered Earth's atmosphere.

"Be still, child," the large sludge monster to her side said. "You'll crash the ship if you keep jumping like that."

Lucy landed on her feet and pivoted in place. "What's your human form gonna look like, Auntie?" she asked, hands clasped behind her back innocently. "I think you'd look _so_ pretty with hair like your daughter's. Ooh! She's gonna look _beautiful_ in a wedding dress! Oooh, I can't _wait!_ "

"Ugh." The other huge, hulking, purple monster in the room sighed in annoyance. "Why did we have to bring your sister's brat?"

"Because I'm just so _cute!_ " Lucy said, turning to her uncle. She giggled and smiled brightly at him. She knew he'd just insulted her, but she was in way too good of a mood to care. "Are we there yet?"

"No! Quit asking!" her uncle said. "Why don't you ask the one actually flying this thing? Go bother him!"

Lucy giggled. "Okay!" She pivoted gracefully, then skipped over to the door. It opened automatically, allowing her to exit the room and head for the cockpit.

Another lenopan, also still in his natural form, sat at the ship's controls. He didn't look up as Lucy entered, staying completely focused on his task.

"Mr. Bodyguard!" Lucy said cheerily, not knowing the man's actual name. She'd asked him earlier, but he hadn't answered her. "Hey! It's me! Look over here!" The lenopan did not turn his head, so Lucy came up beside his large pilot's seat. "Hey. Come on, I know the landing process is pretty much all autopilot."

Finally, her aunt and uncle's bodyguard slowly turned his head to look at her. He wore the same expression as always, so Lucy couldn't tell if he was annoyed or not.

"Are we almost there?" Lucy asked.

The bodyguard nodded.

"Yay! I'm gonna see Camille soon!" After doing a little twirl to celebrate, Lucy turned back towards the bodyguard and leaned in closer. "What's _your_ human form gonna look like?"

The other lenopan had no answer for her. Instead, he continued to simply watch her with an unchanging expression on his face.

"Ooh! I know!" Lucy said, pulling out the cell phone Camille had given her. She had a bunch of pictures of humans on it, some taken when she was on Earth and some taken of her TV screen. Quickly, she flipped through them until she found the one she was looking for. "This!" she said, thrusting the phone at the pilot. The picture she'd chosen was of a tall, good looking man in a dark suit, standing with his hands behind his back and a stern expression on his face. "This is what bodyguards look like on Earth."

The bodyguard looked at the picture for a moment, then turned his chair towards her. Lucy took a step back, worried for a second that she had annoyed him too much and he was gonna toss her out of the cockpit. Instead, he stood up and began to shrink, compressing his lenopan form in order to shapeshift.

"Oooooh!" Lucy said in awe. The bodyguard now stood in front of her as an exact duplicate of the man in the photo. "You look handsome!"

The bodyguard simply nodded and sat back down, turning back to the ship's controls.

"I'mma go get ready for landing. Bye!" Lucy skipped back out of the room, humming cheerfully to herself.

 _This is gonna be great!_

* * *

Lucy was waiting by the exit before the ship even landed. Getting to see her cousin again was the most exciting thing in the world to her right now, and she wasn't gonna let anything delay her any longer than necessary. Once they had touched down, the door opened and the landing ramp began to extend, but it didn't even make half way down before Lucy ran down it and jumped off, landing with a roll in the grass below.

"Whoo!" she cheered as she stood up. Looking around, she saw other alien ships landing in the area and a few buildings at the other end of the field. Standing outside of them were several humans, although some of them were probably aliens in disguise like her. After scanning those in sight, Lucy spotted two people she recognized, Camille and her fiancé Joel. She gasped excitedly, and without another moment's hesitation, she began sprinting towards them.

"Camille! Camille! Joel! Camille!" Lucy called out to them as she ran. When they heard her, they walked a little closer and waved at her. In seconds, she had reached them, slamming into Camille and wrapping her arms around her waist. "Camille, Camille, Camille!"

"Lucy! I'm so glad you could make it, sweetie," Camille greeted her little cousin, returning the hug and lovingly stroking her hair.

"Ooooh it's so good to see you!" Lucy said, taking a step back and turning to Camille's fiancé. "Joel!" she shouted, leaping at him too.

"Oh!" Joel said in surprise as Lucy suddenly clung to him. "Well hey, kid," he said, patting her on the head. "It's been a while. Good to see you."

"I know!" Lucy said, stepping back and bouncing up and down. "I'm here! On Earth! Again! For your _wedding!_ " She squealed in excitement. "This is gonna be the _best!_ I can't wait for all the cake, and the wine, and the dancing, and the flowers, and the music, and the pretty dresses, and Joel's fourth evil identical septuplet objecting to the ceremony, and the fight, and the dramatic declaration of love, and the kiss at the end, and the _awwww!_ "

Joel chuckled. "Wow, you really _have_ been letting her watch too much television."

Lucy gasped and turned to Camille again. "Look!" she said, taking her universal translator out of her pocket and holding it up to show her. "Look! It's off! Listen! I'm _really_ speaking English right now. Isn't that great?"

"Wow, Lucy! Congratulations!" Camille sounded impressed with Lucy's fluency, especially given her age and how little English she spoke just a couple years ago.

"Although I suppose most of the other aliens at the wedding will have their translators on anyway," Joel pointed out.

"Still though!" Lucy said, as excited as ever. "I watch your movies without a translator now. And I can live on Earth and talk to humans without one. It's perfect! I can't _wait!_ "

As the three of them were talking, three other humans had been approaching them from the direction Lucy had come from. However, Lucy noticed that one of them was the human form she had convinced the bodyguard to take, which meant the other two 'humans' must have been disguised lenopans as well. "Look, Camille! Your parents are here too!"

Camille and Joel looked in the direction Lucy was pointing. "Oh, that's them?" she asked, having never seen them as humans before.

"Sure was nice of them to agree to bring your little cousin with them," Joel said, ruffling Lucy's hair.

"I still can't believe they changed their minds," Camille said. "My parents and Lucy's were all so against the whole thing at first. Although, I feel bad for your uncle's granddaughter now. She wasn't looking forward to being the flower girl too much, was she?"

"Nah, I'm sure she'll be fine. Gwen's always been a bit of a tomboy anyway," Joel said.

"Now, my parents can be a little rough around the edges, but try not to be afraid of them. I'm sure they wouldn't do anything to hurt anyone at their own daughter's wedding."

Joel laughed. "No worries. I've faced tougher aliens than them before. Besides, I could say the same about _my_ parents."

After making their way across the field, Camille's parents stood across from them with their bodyguard standing off to their side.

"Mom, Dad!" Camille greeted them with a smile. "I'm so glad you came. And thanks again for bringing Lucy."

"You are welcome, my dear," her father said politely, although his tone made it clear he still wasn't very happy with the circumstances.

"Congratulations on your betrothment," her mother said.

The bodyguard said nothing, but he stared at Joel somewhat menacingly.

"Well, it's, uh, very nice to meet you," Joel said, nervously taking a step forward and extending a hand to Camille's parents. "I'm Joel Tennyson, your daughter's fiancé."

The bodyguard stepped forward and put himself between them.

"I...guess you're not big on handshakes where you come from. Great," Joel said, stepping back.

Lucy giggled and hopped forward to take his place. "Here, like this." She reached forward and grabbed the bodyguard's arm. Without any resistance, he let her extend it and put her hand in his. "Business, business, business," Lucy said, jokingly lowering her voice and putting on a fake serious face as she shook the man's hand.

The bodyguard said nothing. His eyes flickered between Lucy and Joel, which was probably the most confusion he was willing to express.

"Very well." Camille's father stepped past his bodyguard and held out his hand as Joel had done.

Joel shook the man's hand. "Mr. Mann, might I say, you have raised a fine young woman."

Camille's father actually cracked a smile. "Hm. I like him," he said, turning to his wife.

"Agreed," Mrs. Mann said, shaking Joel's hand next. "So long as you take care of our daughter."

"Of course," Joel said confidently.

Despite her earlier excitement, Lucy watched the scene in front of her cautiously. Things seemed to be going better than her cousin had expected, but there was something in the way her aunt and uncle spoke that seemed inauthentic. She knew how much her family normally hated humans, and she was beginning to worry something bad might happen. Reflexively, she stepped closer to Camille, gripping her cousin's pant leg for security.

Camille looked down and put her arm around Lucy reassuringly. "Mom, Dad, how about we show you around the resort? The wedding's not for a few days, and there's so much to enjoy on this planet."

Camille's parents nodded. Together with their bodyguard, Joel led them away towards the main building.

"Don't worry," Camille said quietly to Lucy. "I won't let anything ruin my wedding."

After hearing Camille's words, a smile lit up across Lucy's face. "Okay!"

* * *

Over the next couple of days, many more of the bride and groom's friends and family arrived. The day before the wedding, Joel and Camille planned to have dinner with both their parents. As Joel, Camille, and Lucy approached the dining hall, Joel put his hand on Lucy's shoulder.

"Lucy, my uncle Max arrived yesterday. He brought two of his grandchildren. They're about your age. Would you like to meet them?" he offered.

Lucy gasped excitedly. "Can I? Can I?"

"Sure!" Joel said, opening the door to let Lucy and Camille step inside ahead of him. In the dining hall, Camille's parents were already seated with Joel's parents as well as another older man. Joel scanned the rest of the room. Several other guests were seated at different tables. "Ah, there they are," he said, pointing at a table with two children seated at it.

Lucy grabbed Joel's hand. "Yay! Come on! Let's go, let's go!"

Joel chuckled and turned to his fiancée. "Camille, you go ahead and handle our parents. I'll be there in just a sec."

Camille nodded with a smile. "Have fun with your new friends, sweetie," she said to Lucy.

Joel and Lucy walked over to the kids' table. A brown haired boy was slouching in his chair and a red haired girl was leaning forward, resting the side of her face in her hand. They looked like they were arguing about something.

"Ben, Gwen," Joel said, interrupting them. The two kids turned to give him their attention. "This here is Camille's little cousin, Lucy. She'll be the flower girl at the wedding tomorrow," he said, standing behind Lucy with his hands on her shoulders. "Lucy, this is Gwen, my cousin Frank's daughter." He gestured to the red haired girl as he spoke, then gestured to the brown haired boy. "And this is Ben, my cousin Carl's son. He'll be the ring bearer tomorrow."

Ben groaned and buried his face in his arms. "Don't remind me."

"Ha, ha," Gwen laughed tauntingly as she got up from the table and stepped over to them. "Hi, Lucy. It's a pleasure to meet you," she said earnestly, holding out her hand.

"Hi!" Lucy said, grasping Gwen's hand and shaking vigorously. "You and I are gonna be friends!" she declared.

Gwen was startled, but she didn't complain. After she was finished introducing herself, she glanced over at Ben who was still burying his face in his arms. "Hey, Doofus! Where are your manners?"

"Cram it, Dweeb," Ben said, looking up. "Hi there," he said with a small wave at Lucy.

That little exchange made Lucy laugh, and she waved back happily.

Joel chuckled. "Alright, then. I'll leave you kids alone," he said, heading over to the larger table. "Enjoy your dinner."

Ben leaned back in his chair and started slouching again. Gwen scoffed at him and sat back down.

"I'm _so_ excited about being the flower girl!" Lucy said, cupping her hands together cutely. "Do you know we get to dance in front of everyone? Isn't that _great?_ " she asked Ben, leaning forward expectantly.

Ben rolled his eyes. "Yeah, _great,_ " he said, his words dripping with sarcasm.

Lucy giggled, then turned and leapt into the air before running off to grab some food from the buffet table.

 _They're funny!_

She'd seen other kids walking around the city she visited with Camille last time she was on Earth, but this was her first time actually talking to humans her own age. She couldn't wait to get to know them better. They were gonna be her very first Earth friends, and the prospect had her very excited.

The buffet table was only a short distance from where Ben and Gwen were sitting, so Lucy decided to eavesdrop a bit while she was loading her plate with Earth food.

Ben lowered his head down onto the table, covering it with his hands.

"I should just let you squirm," Gwen said. "...But I took cotillion for three years," she said, somewhat reluctantly.

Ben looked up at her in confusion.

"Cotillion?" Gwen repeated, as if she couldn't believe he didn't know what it was. "It means- Ugh, nevermind," she said exasperatedly, shaking her head and holding her hands out in surrender. "I know how to dance. I can teach you."

"Yeahhh...I'll think about it," Ben said sarcastically, pointing at her. Then he swiped his hand through the air. " _Not!_ " he shouted, glaring at her.

Gwen just narrowed her eyes and shook her head disapprovingly.

Lucy laughed at their little fight as she watched from a distance, but she also found herself staring at them both dreamily.

The boy, Ben, was really cute. She thought his lazy 'bedhead' hair looked good on him, and he had the coolest looking device she'd ever seen on his wrist. At first she thought it was just a watch, but it looked nothing like she'd seen in any of the Earth television she'd watched, outside of sci fi stuff. She made a mental note to ask him about it later.

The girl, Gwen, was absolutely gorgeous. From what Lucy had seen of humans, red hair like hers was extremely rare. And she wore it shorter than most girls, which made it even more unique. Compared to Ben, it was clear that she was the more mature and refined one, and that gave her an air of elegance and beauty in Lucy's eyes. Not to mention the little cat face on her shirt was _adorable._

What stuck out most about them, though, was the way they interacted with one another. They acted like they couldn't stand each other, but at the same time, Lucy got the sense that they cared about each other more than they let on. Here they were in this huge dining hall with plenty of empty tables and other people to talk to, but instead they chose to sit together. They seemed to be fighting, but one of them was still offering to help the other. They seemed to know each other very well, and they were probably a lot closer than they'd care to admit.

 _Seems like they got a bit of a double tsundere thing going._

Lucy snickered to herself at the thought.

 _I think I'm gonna like them._

* * *

Lucy was hoping she would get to spend more time with Ben and Gwen so she could get to know them better, but things got kind of out of hand after one of the chefs turned out to be Camille's ex-boyfriend in disguise. He tried to attack Joel, but luckily, a petrosapien showed up to protect him. The odd thing was, the petrosapien had a symbol on his clothing that matched the symbol on Ben's weird watch thing, and Ben was nowhere to be found during the commotion.

 _Is Ben a petrosapien in disguise?_

That didn't make any sense. Petrosapiens couldn't shapeshift the way lenopans could. Plus, Joel said Ben was a relative of his, and Joel was definitely human. A better explanation would be the device on Ben's arm allowed him to shapeshift, and not just by appearance. Whatever it was, that technology was far beyond either of their species. This made Lucy extremely curious about these humans, and she wanted to find out more about them. She heard from Joel that Ben and Gwen were staying with his uncle Max in an RV parked outside the resort. So that night, Lucy borrowed a pair of high tech Plumber binoculars from Joel and went to check them out.

As she approached the RV, she heard music coming from inside. She thought that was kind of odd, so she went around back to peak through the window.

 _It's a little too high. I could stretch up to the window, but they might see me._

Checking her surroundings, she decided that the roof of the building beside the RV would give her a good enough angle to see inside, so she stretched her way to the top. From her perch, she looked through her binoculars and could see Ben through the window of the RV.

 _Perfect! Surrender your secrets to Lucy, mortal!_

Ben was alone. There was some sort of mat on the floor with pictures of foot prints on it, and Ben was stepping on them. He seemed to be trying to keep up with the rhythm of the music. Lucy giggled.

 _He looks funny!_

It was difficult to hear clearly through the window and over the music, but after a few moments, she heard Gwen's voice.

"You look like your underwear is too tight," Gwen said.

Just then, Ben lost his balance and fell over. Lucy hoped they couldn't hear her laughter.

"Ha, very funny. Now buzz off!" Ben said, getting back on his feet and shooing Gwen away.

"You trust me to help kick alien butt. Why won't you trust me to teach you how to dance?" Gwen asked. The music stopped as Gwen was talking, so Lucy could hear them a lot better now.

 _So that petrosapien really was Ben, then?_

Lucy wondered if Ben and Gwen were Plumbers in training or something. It sounded like they'd already fought aliens together many times before.

"'Cause, you're probably just gonna trick me into looking like some dancing doofus!" Ben declared, turning his back to Gwen and crossing his arms defiantly.

"You don't need _my_ help to dance like a doofus," Gwen said, stepping into Lucy's view through the window. "So get over yourself! And give me your hands." Gwen held out both arms, offering her hands to her cousin.

Ben turned towards Gwen and hung his head miserably, looking up at her with puppy dog eyes.

 _Oh my god he's cute._

Lucy smiled broadly as she watched through the binoculars. She may not be able to learn the secrets of Ben's watch this way, but perhaps she could discover something far more interesting.

Reluctantly, Ben placed his hands in Gwen's. They stood facing each other for a moment before Gwen pulled Ben's left hand to her waist. "Most important thing, is _don't_ step on her toes," Gwen said, smiling tauntingly as she placed her right hand on Ben's left shoulder. Lucy let out an excited little gasp when she realized she was the 'her' Gwen was referring to.

"Ugh, this is _so_ gross," Ben said, trying to avoid eye contact with Gwen, whose face was now very close to his.

"Like _I_ don't know that? Now just count," Gwen said. Together, they began to step back and forth. "One, two. One, two. Forward, back. Forward, back," Gwen instructed.

As Lucy watched from her perch, a wave of strong emotion swept over her. She wasn't exactly sure what she was seeing. So far, she'd only met Ben and Gwen very briefly. From that little encounter, she'd managed to glean that the two of them were quite close. She knew they were cousins, and they'd probably known each other for a long time, possibly their whole lives. But as she watched the two of them dancing together, she had a strong feeling that there was something _more_ between them. A special connection. Perhaps they themselves hadn't even realized it yet, but there had to be _something_ there. She could feel it.

"Hey...I'm dancing!" Ben said proudly.

"Aww, that is _so_ sweet." A third, deeper voice came from inside the RV. Lucy had been so distracted, she hadn't heard the RV's door open and close as another person came in. And from the looks of it, neither had they.

" _Grandpa?!_ " Ben and Gwen shouted in unison. They stared, mouth agape, before Ben decided to shove Gwen away from him and turn away, crossing his arms.

" _Ow!_ " Gwen complained as she went crashing to the floor.

Lucy doubled over in laughter. Apparently, the two of them were much too embarrassed to be friendly with each other in front of their grandfather. In Lucy's mind, this confirmed that their bickering was just a front to hide their true feelings for each other.

 _Before we know it, we'll all be right back here for their wedding!_

* * *

The wedding was the craziest thing Lucy had ever experienced. Camille's parents and their bodyguard went crazy and attacked everyone, but Camille, Joel's parents, his uncle Max, Ben, and Gwen managed to fight them off. And afterwards, standing in the smoking rubble of the aftermath, Joel and Camille stood at the altar and were married all the same. It was beautiful.

At the reception, Lucy couldn't wait to dance with Ben. As soon as the music started, she skipped over to where Ben and Gwen were predictably sitting together.

"Hey there, heroes!" she greeted them.

When Ben saw her, he flinched, looking her up and down quickly before averting his gaze. Lucy smiled.

 _Guess that means I look pretty good in this dress!_

Lucy turned to Gwen. "You look _so_ beautiful!" she said to her genuinely.

Gwen smiled a little shyly, like she wasn't used to compliments or looking this fancy. "Thanks, Lucy. You do too."

"Thanks!" Lucy stood up straight, looking a little more serious. "You guys were amazing back there. You saved my cousin's wedding. I don't know how to thank you."

"...You could, I dunno, let me not dance?" Ben suggested.

Lucy giggled. "Not on your life, handsome!" Grabbing him by the wrist, she lifted him to his feet. Ben groaned, but didn't resist. "Mind if I borrow your gallant knight for a bit?" she asked Gwen.

"Keep him," Gwen said.

Lucy smiled knowingly as she dragged Ben out onto the dance floor with her.

 _Try not to get too jealous, sweetheart._

As they danced, Lucy could clearly see Ben trying to put Gwen's dance lessons to good use. His lips actually moved a little as he said 'One, two. One, two,' to himself. She found it amusing. At one point, Lucy glanced back to where they'd left Gwen. When she saw Lucy look at her, Gwen turned her head, trying to pretend she wasn't watching them. Lucy smiled.

 _I knew it._

Turning back to Ben, she locked eyes with him. For a moment, they kept dancing like that, staring into each other's eyes with their faces quite close.

 _Those emerald eyes of his are so gorgeous._

Ben only held on so long before he blushed and averted his gaze. Lucy smirked, enjoying yet another wordless compliment from the cute Earth boy. Then she remembered the advice Gwen had given him last night about not stepping on her toes, and it gave her an idea. Shapeshifting just her feet, she essentially let them melt, turning into a pool of purple sludge. As the pool expanded, it reached Ben's feet.

"Huh?" Ben looked down, noticing he'd stepped in something, but it was too late. After taking another step, he slipped. "Whoa!" he called out as he fell to the floor. Lucy started laughing like crazy. As if sensing Ben's misfortune, Gwen jumped to her feet and grabbed her camera, immortalizing the moment with a picture.

"Nice one!" Gwen complemented her, coming over to give Lucy a high five.

"Thanks!"

Ben groaned as he got back on his feet.

"Sorry, Ben. Couldn't help myself!" Lucy apologized.

"Whatever," Ben said, trying to downplay his embarrassment.

Lucy looked back and forth between them. "Gwen, would you like the next dance?" she offered, gesturing to Ben.

The two of them looked confused. They did a double take as they seemed to figure out what she was saying at the same time.

"Ew!"  
"Gross!"

Ben and Gwen took a big step away from each other, causing Lucy to laugh at their embarrassment.

She hung out with them for the rest of the reception. They had a lot of fun photobombing people together, eating enormous pieces of wedding cake, and playing little pranks on each other. As the day came to a close, they took a moment to say goodbye to each other.

"It was very nice meeting you, Lucy," Gwen said, holding out her hand.

"Oh come on, we're family now!" Lucy said, brushing Gwen's hand aside and pulling her into a tight hug.

"Oh! Uh, yeah. Yeah, I guess we are," Gwen said, returning the hug.

Ben probably wasn't looking forward to it when Lucy turned to him for his turn, but he let her hug him too. "Goodbye, Lucy," he said. As she pulled away, Lucy gave Ben a quick kiss on the cheek. "Whoa!" Ben said, instantly turning red.

Lucy giggled. "You two are just too fun! I can't wait to see you again."

After one last goodbye from everyone, Ben and Gwen left with their grandfather. Soon after, all the other guests left as well. At the end of the day, Lucy was left with Camille and Joel.

"Sounds like you got along pretty well with my cousins' kids," Joel commented.

"Mhmm!" Lucy nodded excitedly. "I love them!" Turning to Camille, she saw a strange look on her cousin's face. She was smiling, but Lucy could tell she needed to talk to her about something serious.

 _Oh._

Lucy realized what it was. "So, what's gonna happen with your parents now?" Lucy asked gently.

"They've been taken into Plumber custody," Camille explained. She sounded sad, but not very surprised. More disappointed than anything.

"Oh," Lucy said, looking down at the floor. "So, what about me?" she asked. After all, she was only here to visit for the wedding, and Camille's parents were supposed to be her ride back to their home planet. She looked back up when she felt Camille's hands on her shoulders.

"Well, I guess you're stuck here on Earth with us, huh?" Camille said.

Lucy's eyes went wide when she realized what her cousin was saying. "You mean…?" Camille nodded. She glanced over at Joel, and he nodded his approval as well. Lucy took a deep breath, a huge smiling creeping across her face. "OH MY _GOSH!_ " she shouted, pulling Camille into a tight hug. Joel stepped over to them and joined in. "Thank you, thank you, thank you!" Lucy repeated, crying tears of joy.

The three of them left the building together, with Lucy walking in the middle and holding hands with both of them. A limo Joel and Camille had hired was waiting for them, so they got in the back together and set off.

As the limo pulled away, Lucy took out her camera and looked through the pictures she'd taken with it. A lot of them were of Ben and Gwen. She smiled to herself. Despite the act the two of them put on, they were smiling happily together in just about every shot.

 _There's something special here. And since I'm staying, I'm gonna help them find it._

* * *

 **Author's note:**

I hope you don't mind a break in the drama after last chapter. A lot of you asked for me to do a retelling of Joel and Camille's wedding from Lucy's point of view. Luckily for you, I'd already done exactly that! This was by far my favorite episode of the series for two reasons. It introduced Lucy, and it gave us the scene of Ben and Gwen dancing together, which was by far the best Bwen moment ever.

Now, as much as this news might pain some of you, the next chapter I post will be the finale. I may come back and write some extra chapters or some sort of continuation/alternate ending at some point, but for now, the next chapter will be the end of the story as it is planned right now. So, if you have any comments you'd like me to respond to in the author's note of the final chapter, leave them now. I look forward to hearing from you all.

Comments:

MageofDuality: "Well. I EXPECTED THAT BUT NOT THE AFTERMATH GWEN NOOOOOOOOOOOOOOOOOOOO BEN; GET LUCY!"

This is an emergency, activate the Lucy Signal!

csgt: "I gotta say, there was so much drama in this chapter... AND I LOVED IT. IT WAS AWESOME! The starcrossed lovers, the secrecy, the fear of getting caught, these are things that make Bwen so much compelling! I'm curious though: was Gwen expecting to keep her relationship with Ben a secret for the rest of her life? I mean, of course they have to keep it a secret while they're still teenagers, but once they're adults and have financial stability, they don't really owe anything to anyone anymore. Their parents would either have to accept them or lose them. And if some bigot friends don't accept them, well, they don't need these kind of people in their lives anyway, and they would always have true friends like Lucy. So I figure Gwen would think of a "temporary" break up instead of a permanent one. But maybe she's just overreacting at the moment and will think more clearly later."

That's very much why I enjoy Bwen as well. Forbidden romance is always intriguing. I don't think Gwen completely thought everything through, but it was her vague plan for them to go to the same college after they graduate high school and get an off-campus apartment together under the guise of just being roommates, and then just go from there. She wanted to keep it a secret for as long as they possibly could, even if she knew that couldn't realistically be forever.

Anonymous Rex: "Really good chapter with lots of good development. I thought Gwen's use of her powers when Ben lacks them was an exceptionally good moment. In some poetic irony, considering the fanfiction influences of this story, things quickly seem to be reaching a breaking point. The drama with everything just coming at them was lots of great fic-fuel."

Everyone knew all the Little Moments they shared would eventually lead to a Breaking Point, lol.

one winged nightmare: "I'm surprised you went with Julie figuring it out. I feel sorry for Gwen though. Not thinking she can be with the one she loves because she doubts herself, that sucks. I can't help but wonder how Ben is going to handle it now, poor guy. Great chapter. Love the drama."

I'm glad I was able to take advantage of everybody underestimating Julie's inclusion in this story to produce a genuinely surprising moment like that.

Guest: "I am loving these longer chapters, to be honest. I always look forward to them. I always check my fanfiction in the morning and love a good morning read with some warm breakfast! Good job with the drama in this chapter, poor poor Gwen. Good luck."

That's not a bad morning routine. I usually watch anime with my breakfast.

ParanoidPatty: "Oh no...People are suspicious! Whoever doesn't already know coulda figure it out, Someone might blab, and feckin Julie came outta left field like She-lock 'incest detector' Holmes! I cannay say this is looking good for our favorite cousins ri' about now. Oo wait, may they can use some plumber thinga-mabobber to wipe all erybody's memories. Like those flashing sticks from Men In Black, yeah?"

Wow, this has got to be the most Irish review I've ever gotten. I'm not sure if the Plumbers have anything like neuralyzers, but even if they do, I don't think Gwen would feel right messing with people's memories.

Guest: "OMG ! Its f*****g awesome. You are just so good that sometimes it made me wonder that ' are you a professional writer and writing this story just for fun and may be cause you too love BWEN ' cause it sure feels like it. I can bet you can put even professional novel writers to shame. Please continue the good work and keep BWEN coming...yay"

Uh-oh, you figured me out. Well, now you all know why 'The Winds of Winter' is taking so long.

Guest: "I wonder how long it will take for the Lucy and Bwen romantic relationship to finally take flight. Ben has been chipping away at this eventual threesome now for 4 going on 5 years."

Ben's been thinking of a threesome alright, but that's just him being hopeful that Gwen will be really generous with her birthday present one year.


	48. June, Year 4

**June, Year 4**

Ben stopped walking, standing in place to watch as Lucy wandered off the side of the trail. A group of purple flowers seemed to have caught her eye, and she knelt down to examine them.

"I think I wore a flower like this in my hair at the wedding," Lucy commented.

Ben looked down at it. "Joel and Camille's wedding?" he asked.

"Mhmm," Lucy nodded. "It's still amazing to me. Nothing this beautiful grows on my planet, but it's everywhere here, in all shapes and sizes," she said, looking around at all the other flowers growing throughout the park.

Ben followed her gaze, quickly scanning his surroundings. On a bright, sunny day like this, there was no shortage of people outside. A few others were giving him and Lucy curious glances. To them, they definitely looked like a couple on a date. It almost felt like a date too, since Gwen wasn't there. Seeing Lucy kneeling there in her casual summer dress, smiling happily as she picked a flower and slipped it into her hair, Ben couldn't help but see Gwen's point.

 _She looks like a goddamn Disney princess._

Everything else Gwen had said about her came to mind, too. He could very easily see himself dating her, and he wouldn't even have to hide it.

 _No. Don't even think about it._

Ben frowned and mentally scolded himself. Even though it was Gwen's idea in the first place, and even after she'd physically assaulted him, he still felt guilty for thinking about Lucy that way.

"Pretty, right?" Lucy said as she stood up.

"What?" Ben asked, wondering once again if she could read his mind, but then he realized she was talking about the flower she'd placed in her hair. "Oh. Yeah. It is."

Lucy smiled and lightly brushed her hair with her hand. "Thanks," she said. Clasping her arms behind her back, she started casually strolling along the trail again.

Ben continued to observe her for a second, then walked quickly to catch up with her.

 _She's so calm today._

It was kind of throwing him off. More often than not, Lucy was hyperactive and silly, taking every opportunity to make jokes and tease him. But right now, she was acting dainty and gentle.

Lucy tilted her head up at the sky. "Ben?" she asked.

"Yeah?"

"Are you planning to make up with Gwen soon?"

Ben was caught off guard. It had been nearly two weeks since the incident, and Lucy hadn't asked him about it at all yet. He figured she was either trying her best not to pry, or Gwen had told her all about it already and asked her not to say anything to him.

"...How much has Gwen told you?" he asked her.

"Not much," Lucy said. "She said you had a fight. A big one. And she said she hit you. She hasn't been able to forgive herself for that."

Ben didn't know what to say. When he thought about it, he probably wouldn't ever be able to forgive himself either if he ever hit her out of anger. The time he'd given her a black eye when they were sparring came to mind. That had been an accident, and even then it had taken him forever to get over it.

"She can't focus in school anymore," Lucy went on. "She never wants to hang out. And she never smiles. She only gets that way when she can't be with you." Stopping where she was, Lucy turned and locked eyes with Ben. She wasn't smiling, but she didn't look like she was scolding him or anything either. She only looked concerned. "Have you talked to her at all since your fight?"

Ben hung his head, then shook it. "No. Sorry."

"It's okay," Lucy said. "It's understandable that you'd be upset."

Ben clenched his jaw. Even if he was a little disappointed in himself for letting their fight hang in the air for so long, he _was_ still a little angry about it.

"Can you...tell me what it was about?" Lucy asked hesitantly, like she was worried she was being nosy.

"...A lot of things," Ben said. The fight hadn't lasted very long, but Gwen had brought up so many issues. "She doesn't want me to be a Plumber when I grow up, for one."

A look of understanding crossed Lucy's face. "That makes sense. She doesn't like seeing you put yourself in danger." She sighed. "I'm sorry. I shouldn't have told you about Joel and Camille's plans. I didn't mean to put the idea in your head."

Ben furrowed his brow.

 _Is she really trying to take the blame for this?_

"N-No, Lucy. It wasn't _your_ fault. It's just what I wanted to do."

Lucy nodded, but she didn't look like she accepted that.

"Besides, that was, like, the _least_ of her concerns," Ben went on. "She was _way_ more freaked out about the fact that other people are starting to catch on that we're…" Ben glanced around him. There were still plenty of other people in the park, and even if he didn't know any of them, he didn't want to say he and Gwen were dating out loud in front of anyone else. Gesturing to Lucy that they should keep going, he began walking towards the park exit.

Lucy nodded, following along with him. "It's Julie, isn't it?" she asked.

"What?" Ben asked before he realized what she meant. "Oh. Well, yeah. Gwen said she figured it out somehow."

"Dammit," Lucy said under her breath. "I should've known. She was asking me a lot of questions about you two before you got there. I should've done a better job of throwing her off the trail, and-"

"Lucy, no!" Ben interrupted her.

 _She's doing it again._

"It _wasn't_ your fault. We bumped into her when we were on a date at the boardwalk. She probably figured it out then." Ben did another paranoid scan of his surroundings as he mentioned their date. They had exited the park at this point and there wasn't anyone else on this street, but he still felt nervous.

Lucy still didn't look convinced that it wasn't her fault. "Why did she hit you?" she asked all of a sudden.

"You wanna know why she hit me? I'll tell ya why. She got mad because I wouldn't break up with her and date you instead," Ben explained, his tone of voice make it very clear just how ridiculous he found the whole thing.

Lucy stopped walking and turned to him with an extremely confused look on her face.

"I know. Didn't make any fuckin' sense to me, either," Ben went on. "She thinks we can't be together anymore now that other people have found out about us. And her 'brilliant' solution is for me to date you instead because that way you're not left out anymore and no one will care because we're not really related."

Lucy's eyes went wide, and she began to look very concerned. "Oh my god. I'm, I'm so sorry. I never meant to-"

"It's _not_ your _fault_ ," Ben insisted.

Lucy took a deep breath. "Are you mad at her?"

"...Yes. A bit," Ben said. "I don't even care that much about her hitting me, to be honest. I just don't get why she thinks we have to break up now."

"So you want to stay with her?"

"Yes! Of course! That's what this whole thing was about. And she wants to, too. I _know_ she does. Things are just kind of... _confusing_ right now."

"And whichever way you look at it, my feelings for the both of you is at least partially responsible for that confusion," Lucy said, as if she were defending her right to blame herself. "If Gwen didn't think I was feeling left out, she never would've-"

"Will you _stop_ doing that?!" Ben snapped. "Jesus, Lucy. Not everything's your fault, okay? It's like you're not even _trying_ to be happy. You always put so much energy into me and Gwen, and now you're trying to take the fall for us when we have a fight?"

Lucy stared at him, eyes wide.

Ben's face softened. He'd never seen her so thoroughly speechless, and he got the feeling he'd said more than he should have. "...Sorry."

"It's okay," Lucy said quietly. "You have a point." There was a pause as neither of them seemed to know where the conversation should go from there. "Do you want me to stay out of it?" Lucy asked finally.

"...It's not that I don't appreciate you wanting to help," Ben said. "I just think you've done enough for us. Me and Gwen will work this out. We always do."

Lucy smiled. "That's true. I love that about you guys." There was another moment of silence. "You're very lucky to have each other, you know."

Ben nodded. "I know."

Lucy seemed like she had more to say, but after a moment, she nodded acceptingly. "Alright then," she said. "I'll leave Gwen in your capable hands."

* * *

 _How did it end up like this?_

Despite having told Ben that she would leave it in his hands, she couldn't stop herself from worrying about them still. Ben seemed like he'd gotten the push he needed to patch things up with Gwen, put Lucy wasn't confident all the problems they were having now could be solved completely without simply re-emerging somewhere down the line.

 _I just wanted to make them happy._

Lucy thought she'd done that. It had taken her three and a half years, but she'd finally gotten them together. And yet, in only a matter of months, it looked like the whole thing was falling apart. No matter what Ben told her, she still blamed herself.

 _If only I could stop._

Her being in love with them was a problem, whether they admitted it or not. She didn't want to do anything that would get in the way of their relationship, but she just couldn't help herself. However, as she wallowed in her own self-loathing, Ben's words came back to her.

" _It's like you're not even trying to be happy. You always put so much energy into me and Gwen, and now you're trying to take the fall for us when we have a fight?"_

The more she thought about it, the more she realized how right he was. She did things like that all the time. She'd made their happiness into her burden, and she hadn't thought about her own happiness at all. Before, she would've thought that was a good thing. She wanted to be selfless. She wanted to make others happy. When she did, it made her happy. But here she was, lying on her bed, mentally torturing herself over what had happened. It was a miserable experience.

Rolling onto her side and curling up into a ball, Lucy began softly weeping.

 _This isn't what I wanted._

There was a knock on her door. "Lucy?" she heard Joel call from outside. She flinched, but didn't answer him. He knocked again, this time opening the door a moment after he did so. "Lucy, are you alright?" he asked. Lucy had been lying in the dark, so Joel flicked the lights on. Still she didn't move, continuing to lie there with her back to him. Joel walked over and sat down on the edge of the bed. "Lucy, you wanna tell me what's the matter?"

 _I guess pretending to be asleep won't work..._

Tears in her eyes, Lucy rolled over slowly and turned her head to face Joel. Her face distorted into a miserable expression and she lunged forward, burying her face in Joel's lap. She started crying again. Loud, wailing sobs that came out slightly muffled.

"Hey, hey, hey, shhhh, shhhh," Joel said, lightly stroking her head. "It's alright, it's alright, everything's gonna be fine," he assured her.

Having had Joel as a guardian for several years at this point, Lucy was a little more comfortable crying in front of him than she was in front of most others. By now, he must have learned that she cried a lot for someone who smiled so much, but this must have been even worse than what he'd come to expect.

After a few minutes, the crying stopped. "Do you wanna talk about it?" Joel offered. Lucy lifted her face out of Joel's lap, nodding slightly as she tilted her head up at him. Rolling over, she adjusted herself so she could sit up next to him on the bed, hanging her head sadly. "...I have a problem."

"And what's the problem?"

Lucy took a few deep breaths. "...Some of my...friends...they're, um, they're a couple," Lucy said. "But I...I guess I have feelings for them too. I didn't want them to know, but they found out. And, and, and I think that's part of why they're fighting right now."

Joel nodded understandingly. "I can see that happening. Kids your age can get jealous."

"I don't even think it's that, it's just...I don't know. I don't know what I can do. I wanna help them so bad!"

Joel placed a hand on Lucy's shoulder. "You've always cared a lot about others. That's one of your best features, I say."

"Thank you," Lucy said unenthusiastically.

"But too much of that can be bad," Joel said.

Lucy sighed. "So I've been hearing."

"It's true. I've seen you time and time again obsess over someone else's happiness so much that you completely neglect your own. And you deserve to be happy too, you know," Joel told her.

"...But how do I do that?" Lucy asked.

"That's something everyone has to figure out for themselves," Joel said. "But if it's love you're thinking about, I'd say you need to find someone else who you can love the way those friends of yours love each other. Let them go, so everyone can be happy. I'm not saying you should cut them out of your life or anything, but maybe spend some time apart. Maybe over the summer. Meet some new people. Give them a chance to work out their issues, and give yourself a chance to focus on your own."

Joel's words gave Lucy a sudden realization. "The summer," she said, quickly sitting up straight, eyes opening wide. That was it. That was what she needed to do. "You're right!" she told Joel. "That's it! The summer!"

Joel furrowed his brow, clearly not understanding Lucy's sudden change in demeanor. However, he smiled at her enthusiasm. "There you go. Feel any better?" he asked.

"Yes!" Lucy said. "Yes, I think...I think I'll be alright."

"Alright, then," Joel said, standing up. "Now, why don't you get a good night's sleep? I'm sure everything'll work out just fine between you and your friends.

"Thanks, Da-" Lucy started to say as Joel was leaving her room. "Thanks, Joel," she corrected herself. Embarrassed, she quickly lied down and rolled over, facing away from him.

There was a pause, then a slight chuckle before the lights were turned off. "Goodnight, sweetheart."

* * *

Gwen was a bit worried when Lucy summoned her. The text she received simply said to come meet her and where. When Gwen sent a text back asking what it was about, Lucy's only reply was "Just come. Please. It's important."

So, as Gwen walked through the woods, she imagined what Lucy was trying to do. Her text said she wanted to meet her in the field where she'd confessed to Ben. There were only a few reasons Lucy would choose that specific place. The most obvious explanation was that Lucy wanted to bring her and Ben back together to reconcile. The other possibility she considered was that Lucy still had feelings for her and was going to try to ask her out. Gwen wasn't sure what the logistics of that would entail, but she never claimed to understand the way Lucy's mind worked.

It was dark when Gwen stepped out of the woods, but the moon provided plenty of light in the clear night sky. She could see Lucy standing out in the middle of the field, facing away from her. "Lucy?" Gwen called out.

Lucy turned around. She gave Gwen a gentle wave, beckoning her over. It was clear she wasn't in one of her energetic moves. Her face was solemn, and she said nothing as Gwen approached her.

"Lucy, what's going on?" Gwen asked.

Lucy seemed unfocused, and it took her a moment to reply. Gwen got the feeling she was choosing her words very carefully, or she was trying to remember what she had planned to say. Gwen was no stranger to that. "...Let's wait until Ben is here. I need to say this to both of you," Lucy said.

Gwen winced. "Lucy, I know Ben and I aren't on the best of terms right now, but please, you don't have to do this for us. We'll figure this out."

Lucy smiled weakly. "I know. Just wait."

Gwen was a bit confused, but without anything else to say until Ben got there, they both just stood around and waited for the next few minutes. Lucy still seemed like she was reciting a prepared speech in her head. Gwen felt awkward. Ben would be here any second, and she hadn't spoken to him at all recently.

 _Will he still be mad at me?_

Some rustling coming from behind her caught her attention. She and Lucy both turned and saw Ben making his way towards them. No one said a word. Gwen figured Ben knew about as much as she did right now. Once he was closer, he walked right up to them and looked at Lucy questioningly. When he turned to Gwen next, they made eye contact, which made them both quickly avert their gaze.

"Look, Lucy," Ben began. "I think I know what you're trying to do here, but I already told you-"

"That's not why we're here," Lucy interrupted him.

There was a pause. Ben shifted uncomfortably and Gwen curled a strand of her hair with her finger. Lucy stood with her eyes closed, then took a very deep breath.

"I've been doing a lot of thinking recently," Lucy began. "About my feelings for you two. I know I said it wouldn't be a big deal for me and that I'd be fine, but I'm not. I'm not fine. But more than that...My interest in you two, as well as my constant need to meddle in your relationship...I think I've been using it as a crutch."

"What?" Ben asked.

"A crutch?" Gwen was confused too.

"Let me explain," Lucy said, holding up her hand to request their silence. "The day we met, I was instantly interested in you two," she admitted. "The night before Camille and Joel's wedding, I followed you to your RV and looked through the window. I saw you, Gwen, teaching Ben how to dance."

"Ugh, don't remind me…" Ben said, burying his face in his palm.

"Y-You saw us?!" Gwen asked, her face turning red. "Well, what does that have to do with anything?"

"Because there was something else that I saw. I saw...something special. There was a bond between you two. A connection. Something deep. Something real. It made me want to nurture it until it blossomed into the love you two now share. And...I wanted what I saw that day. But I can't have it with either of you."

"What are you talking about?" Ben asked.

"I mean I need to move on," Lucy explained. "A part of me has still been clinging to the hope that someday I might be able to be with both of you. And I'm sorry for all the trouble that's caused you. I realize now that I met you ten years too late for anything like that to ever happen."

Gwen felt terrible. Once again, she hadn't realized the full extent of what Lucy had been going through this whole time. "Lucy, we-"

"Let me finish. Please," Lucy said. "It's okay. It's not anybody's fault. I don't blame you. You two were _clearly_ meant for each other. You just weren't meant for _me_. So...I need to find someone else. Someone I can have my own special connection with. Someone I can love the way you love each other. So...So here's what's gonna happen. I won't be joining you on your summer trip again this year."

"Really? You sure?" Ben asked, sounding surprised.

"Yes, I'm sure," Lucy insisted. She sniffled a bit, clearly holding back tears at this point. "I need to give you guys the alone time you deserve, and I need to give myself some time to sort myself out."

"Lucy, you don't have to do this," Gwen tried to argue, still wanting to make everything right with her somehow.

"Yes, I do," Lucy asserted again. "I...I think I've tried to do too much for other people lately. This is something I have to do for _me._ "

Gwen still didn't feel good about this, but she nodded. "I understand," she said. "I'm sorry, Lucy. If I'd known you felt this way, I...I would've done _something_ to help."

"It's okay," Lucy said. Stepping forward, she lightly kissed Gwen on the cheek, then turned and did the same to Ben. "You'll both always be important to me. I could never dream of turning my back on you forever. I just need some time for myself. That's all."

Ben reluctantly nodded his understanding as well.

"Good luck," Lucy said to them. "I know you two have your problems, but I have faith that you'll work it out on your own." After giving her final word on the matter, she turned and started to walk back towards the woods.

Ben and Gwen stood where they were and waved at Lucy as she walked away. Both were too stunned from the confrontation to do anything more at the moment. When they realized they were alone together, they had an awkward moment where neither of them were sure if they should leave or not.

"...Well, I guess _we_ should talk now, huh?" Ben asked after a few moments of hesitant staring.

"...I guess so," Gwen agreed, deciding this was as good a time as any. "I...I'm sorry." She thought it best to apologize right off the bat and get it out of the way early. "I shouldn't have hit you. And I understand if you don't forgive me."

"I _do_ forgive you," Ben said.

Gwen furrowed her brow. "Really? Just like that?"

"Yes. Gwen, I…" Ben clenched his jaw, then let out a sigh. "I'm sorry too. I should've asked you about it when I started thinking about becoming a Plumber. I could've been more careful about us getting caught. And I definitely could've done more to let you know I'd never choose Lucy or anyone else over you."

 _...Wow._

There was a moment of silence, but then Gwen started laughing.

"What?" Ben asked, her contagious laughter making him smile too. "What's so funny?"

"That was _so_ easy," Gwen said. "Can you imagine us admitting we were wrong four years ago?"

Ben laughed. "God, no. I guess we've come a long way."

"Yeah." Gwen smiled contentedly, looking up into the night sky.

"...Do you wanna sit down for a bit?" Ben suggested.

Gwen nodded her head in agreement. Ben sat down, and Gwen came over to sit beside him. It reminded her of the night she'd confessed to him, but more so of the night he'd said yes.

"So, I guess Lucy doesn't need our help," Gwen said.

Ben nodded. "I guess so."

"She's a smart girl," Gwen said. "She'll figure everything out on her own just fine. She'll probably find her soulmate by the time we get back from the trip."

Ben laughed. "Oh, man. I still can't believe she saw us dancing way back then."

"I know, right?" Gwen laughed along with him. After a moment, she looked down at the ground, blushing a little. "...What did you think of me back then?" she asked, suddenly curious now that she'd been reminded of that apparently fateful night.

"I thought you were a royal pain. So not much has changed, really."

"Shut up," Gwen laughed, playfully shoving Ben. "I'm being serious here!"

"Okay, well…" Ben took a minute to think. "You always had my back. I would've been dead several times over if it weren't for you. And...I was always happier when you were around."

Gwen smiled bashfully, pleased with his answer.

"Did you...already like me back then?" Ben asked.

Gwen blushed even more deeply. "I...I don't even know, really. I knew I wanted to be on better terms with you, but I kept screwing it up. You were my best friend. I just...wanted to _be_ with you."

Ben put his arm around her, and she leaned into him. "Summer is coming," Ben said. "You and I can be together all the time, for three whole months."

Gwen chuckled. "Except when Grandpa is around."

Ben laughed. "Yeah, we definitely gotta be careful with him. I don't think his heart can handle a surprise like this."

They sat together like that for a while, staring up into the starry night sky and enjoying each other's company. However, Gwen still had one thing left on her mind.

"Hey," Gwen spoke.

"Yeah?"

"...One of these days, we _are_ gonna get caught, you know."

Ben nodded, but said nothing.

"Not by someone like Lucy. Not by someone like Julie, or Emily. No matter what we do, our parents, or Max, or somebody else _will_ find out. And they're _not_ gonna be happy."

"It doesn't matter."

"Of _course_ it matters."

"No it doesn't," Ben insisted. "Yes, we're gonna get caught eventually. Yes, it's gonna suck. But none of that matters because _nothing_ could be worse than being apart from you."

Gwen was stunned. That was one of the most romantic things he'd ever said to her, and she realized he was right. Whatever doubts she'd still had about their relationship up to that point vanished entirely. They were meant to be together, and nothing was ever going to change that.

"...Hey Ben."

"Yeah?"

"You know the expression 'kiss and make up?'"

"Yeah."

"...We've already made up."

The two of them smiled at each other, moving their faces closer to do as Gwen suggested.

 _I love you._

* * *

"Let's see. I'm probably gonna need this, and this…" Ben said out loud to himself.

It was the night before the summer trip, and Gwen had come over to his house to help him pack. He'd insisted that he would have everything ready to go before he left for the last day of school tomorrow morning, but Gwen knew how much he loved to procrastinate.

"This place is a _mess,_ " she said, pushing through a pile of junk that spilled out of Ben's closet.

"Okay, _Mom_ ," Ben said, shoving some unfolded clothes into a bag.

As Gwen shoveled crumpled-up papers into Ben's wastebasket, she found some toys underneath the junk pile. "What's this?" she asked, lifting up what appeared to be a Four Arms action figure.

"Hmm?" Ben asked, turning around to see what Gwen was talking about. "Oh yeah! I got that at Planetary Studios back when they were making that crappy cartoon about my aliens. Remember? Remember that whole thing?"

Gwen laughed. "That super cheesy kids' show? Oh yeah, that was terrible. Heck, you probably coulda sued them over this!" she said, shoving the toy in Ben's face.

Ben snatched it out of her hands, laughing as he did. Staring at the toy, he leaned back against the side of his bed. His smile started to fade.

 _Guess they won't be making shows about my aliens anymore..._

Out of the corner of his eye, Ben saw Gwen sit down on the floor beside him. He glanced at her and saw she was looking at him apologetically. "It's okay," he said, dropping the toy to the floor. Without saying anything, she grabbed his left arm and lifted it up, then rubbed his wrist where the Omnitrix used to be. The skin was still slightly discolored, and it would likely be that way from then on. "Still looks a bit weird, huh?" Ben commented.

"...To me, this mark will always remind me of just how much you were willing to sacrifice for me," Gwen said quietly.

Ben was caught off guard. He hadn't realized she thought of it that way. "...Well, I didn't really have a choice," he said, not completely willing to accept that much praise.

"Yes you did," Gwen said. "You could've just fought him. It would've put our lives at risk, but you would've been able to keep it if you won. But you chose to give it up instead. You gave up your most precious belonging, for me. Thank you."

Ben's face felt hot. At that moment, Gwen's feelings for him were quite clear, and it was hard to think of the right thing to say to let her know how he felt. Lifting his arm, he twisted and turned it, opening and closing his hand while he stared at his wrist. "I've never regretted it," he said.

Gwen reached over and clasped his hand in hers. "Everything's gonna be different now," she said.

"What do you mean?" Ben asked.

"I mean everything. Our lives. Our summer, especially. You can't turn into aliens anymore. I'm so out of practice with magic, I can barely even feel my aura anymore. You think we'll even have any crazy adventures this time?"

Ben chuckled. "Weird stuff _always_ happens to us. I'm sure we'll find a way to deal with it, even if it just means using Grandpa's high tech toys instead."

Gwen frowned a little. "Well, it's nice to know we're not _completely_ defenseless if anything were to happen this summer."

Ben could tell what Gwen was thinking. The idea of risking their lives again still didn't sit well with her. "Don't worry. I won't go seeking out trouble. It's like you said. This trip isn't about being heroes. It's about us. Being together." Gwen's smile came back, but she closed her eyes. After a moment, Ben saw tears streaming down her face. "What's wrong?" he asked, panicking a little.

Gwen shook her head. "I just...I've just wanted this for so long. You and me. Together. No crime fighting, no danger, no risk of losing you forever. Just...us."

Ben leaned over and planted a kiss on her lips. It caught Gwen by surprise, but she kissed him back. "I'm sorry I didn't realize that sooner," Ben said. "I guess I've never been great at knowing what you want."

"You sure haven't, Doofus," Gwen said, smirking at him playfully.

"Like you're any better, Dweeb," Ben said before kissing her again.

"Ben? Gwen?" Ben's mother called from downstairs.

Startled, the two of them panicked, tumbling to the ground as they scrambled to get away from each other.

"Dinner's ready!"

There was a pause as Ben and Gwen realized they hadn't actually been caught. "Okay, Mom!" Ben called back. The sound of their heavy breathing filled the room. That had been almost as scary as their actual close calls.

"We're gonna...We're gonna have to lay down some ground rules this summer, I think," Gwen said, standing up on wobbly knees.

"Yeah. Yeah, definitely," Ben agreed, also getting up. "We don't want Grandpa walking in on us like _that._ "

Gwen came up to him and took him by the hands. "I guess our summer trip will still have some excitement after all," she said, somewhat suggestively.

Ben laughed, turning a little red. "I like the way you think."

* * *

Lucy and her surrogate parents arrived at Gwen's house a few minutes before Ben and Gwen were scheduled to leave for their trip with Max. Even though Lucy had decided a few days earlier that she'd be staying home for the summer rather than going with them, she still wanted to be there to see them off.

Joel and Camille had been pretty surprised by Lucy's decision, but they'd accepted it. She figured they were glad she'd be staying home anyway, since being separated for a whole summer again might bring back some bad memories for all of them.

Even though Lucy was relieved, she was still worried about something. She'd decided not to go on the summer trip with Ben and Gwen right after Joel advised her to give the couple she liked some space for a while. From that, he might have been able to figure out that the couple she was talking about was actually Ben and Gwen. Joel and Camille definitely seemed like they knew more they than were letting on, but if they'd figured it out, they weren't doing anything about it as far as Lucy could tell.

 _I better start preparing a story I can spin for them if they ever ask about it..._

Despite it being her idea, Lucy was still having trouble with the situation. She held up pretty well on the short car ride over to Gwen's house, but as soon as she got out of the car and saw Ben and Gwen loading their stuff into their grandfather's RV, she had to close her eyes and tell herself to keep it together. Putting on her bravest smile, she walked across the lawn towards them.

"Gwen! Ben!" she called out, giving them a friendly wave.

Ben and Gwen heard her, giving each other a brief glance before waving back at her.

"Need any help packing?" Lucy offered once she got closer.

"No, that was the last of it," Ben said.

"Okay," Lucy said. She wanted to say something to them privately, so she looked around to check if anyone else was close by. Joel and Camille had gone inside to talk with the other adults. They were alone outside for the moment. "You guys...have a plan?" she asked quietly.

Ben and Gwen nodded.

"Don't worry. We agreed not to do anything while Grandpa is around, unless we know for sure he's asleep," Gwen said.

"We're gettin' pretty sick of these close calls," Ben said.

Lucy nodded. "Good. Good."

Gwen stared at her almost pityingly for a moment. "You know, Lucy, if you've changed your mind, it's not too late to come with us," Gwen offered with sincerity.

Lucy held up her hand. "No, no. I've made up my mind. This is something I have to do," she declared. She took a few deep breaths, trying to hide the fact that she was currently fighting back tears. This was her last chance to tell them anything face-to-face for three months.

 _Anything I gotta say, I gotta say it now._

Before either of them had a chance to react, she pulled them into a group hug and gave them each a kiss on the cheek. "I love you. Both of you. And you'll always be special to me. So just promise me you'll do your best to be happy."

After stepping back from the hug, Ben and Gwen glanced at each other and nodded. "I promise," they said in unison.

"Good." Lucy flashed them a genuine smile, despite being teary eyed. "Then I'll do my best too."

Across the lawn, the door to Gwen's house opened suddenly. The three of them stiffened for a second, as if they were about to be caught doing something they shouldn't, but they quickly recovered and turned towards the house where the adults were laughing amongst themselves as they poured out through the doorway.

"Ah, Lucy!" Max said when he spotted her. "I'm real sorry to hear you won't be joining us this summer. Are you sure we can't convince you to change your mind?" he asked, friendly as ever.

Lucy gave him a weak smile. "I'm sorry, Uncle Max. I just can't make it this year," she said. "But I hope you all have a safe trip!"

"Why thank you, young lady. Oh well. I hope you'll be able to join us next year." Max turned to Ben and Gwen. "Well, is everyone else ready?"

"Yep," Ben said. Gwen nodded, glancing uneasily at Lucy.

"Alright, then." Max turned back to the parents and began handing out goodbyes. Ben and Gwen went down the line to say goodbye to everyone as well.

When it was Gwen and Lucy's turn, they stood facing each other for a moment before they tightly embraced. "Goodbye, Gwen," Lucy said. "I hope you make a lot of good memories this summer."

"Goodbye, Lucy," Gwen said. Then she leaned in to whisper in her ear. "You'll find someone. I know you will."

Lucy pulled back from the hug and nodded, giving Gwen a grateful smile.

Next it was Ben's turn, and Lucy gave him the same great, big hug. "Goodbye, Ben. Try not to have all the fun without me."

"Bye, Lucy," Ben said. Just like Gwen had done, he leaned in to whisper something in her ear. "Any guy would be lucky to have you. Good luck."

Lucy was touched by that as well. "Thank you," she said as they separated.

Despite the warm feelings that filled her as she hugged her favorite people in the world, Lucy's heart still sank as she watched them climb into the Rust Bucket and drive off. Almost in a daze, she walked a few steps into the middle of the lawn and waved at them. She continued waving even after they'd disappeared around the corner.

Lucy felt hands on her shoulders. Joel and Camille had appeared at her sides.

"They'll be back," Joel reminded her.

"And they'll still be your friends," Camille said.

"Yeah." Lucy stopped waving and let her hand drop to her side.

"Come on, sweetheart." Camille bent down a little so her eyes could meet Lucy's. "Let's go home."

Lucy nodded and followed Camille and Joel back to the car. With every step, images of Ben and Gwen seemed to flash before her mind's eye. Memories of the time they'd spent together. The wedding. Christmas. The summer. Bellwood. It was hard to tell herself that she'd made the right choice, but she knew those memories would always be there. Before long, Ben and Gwen would be back, and there would be new memories to be made.

As Camille's car drove off with Lucy in the backseat, she pulled out the locket hanging from her necklace and opened it up to stare at the picture inside. The image of herself with her two favorite people in the world stared back at her.

 _If only I'd met you ten years earlier._

She desperately wished there was a way for her to be with them, but she knew there wasn't. Not in this lifetime. There just wasn't room for her in their relationship. The way things were now, Ben and Gwen were better off without her making things even more complicated for them. They had a long, challenging road ahead of them, but they'd gotten a handle on how to navigate it. The only thing left was for Lucy to move on, too.

Closing the locket, Lucy clutched it tightly in her hand and held it close to her heart.

 _Good luck._

~ The End ~

* * *

 **Author's note:**

Well, that's the end of the story, for now at least. Like I've said before, I might come back some time later and write extra scenes, an alternate ending, or a continuation of some sort, or I might start writing something else entirely. I'll definitely be taking a break for a while though. So, thanks for reading, and I hope you enjoyed my story.

I've posted my responses to your comments from last chapter below, and I'll be making a tumblr post later to respond to your reactions to this chapter. I'll probably leave a link for it in the reviews, so check back in a few days. I've really loved reading your reviews these past nine months, so thank you all so much for letting me know what you think!

Also, if you're interested, I made a really long, rambly tumblr post with a lot of background and random notes about my story as well: gojaimas dot tumblr dot com/post/175254651506/background-and-random-notes

Comments:

csgt: "Loved to see the 'Big Fat Alien Wedding' from Lucy's point of view. Great work!"

Thanks! It's my favorite episode, after all.

one winged nightmare: "Love the interaction. That's exactly how it would have gone behind the scenes in that ep. Another great chapter. I just hope Gwen didn't hurt Ben too badly when she lost control in the last chapter (bites fingernails)"

Well then good news! It was nothing serious. She just shoved him into a wall. It would've been worse if she wasn't so out of practice with her magic, or if she had the Charm of Bezel with her.

jasongd: "And another great chapter congrats. I hope this story will end well for Ben and Gwen. BWEN Forever"

Well, I'd say it ended pretty well for them.

Guest: "Are you actually serious? Are you actually going to end it on a sad note. :'( why? I hope you do come back with some alternate ending. I love this story, but I hate you for doing this."

The hell are you talking about? Last chapter wasn't the ending. I'd call this ending bittersweet if anything.

lelcar: "You now, the part of the wedding when Ben literally cooks the mud aliens in front of the bride weirded me, mostly because Camille's lack of reaction. Villains or not, they were her parents, weren't they?"

They survived. Lenopans are hard to kill. According to the wiki, the writers said Camille's parents, their bodyguard, and Camille's ex-boyfriend were all taken away by Plumbers off-screen.

Davidscrazy234: "I wonder if Ben will have more guy friends then girls. Will Kevin make an appearance and be Ben's friend?"

Ben's just always been kinda bad at making friends, but he's getting better. He'll probably make new friends in high school. But not Kevin. He's still stuck in the Null Void and he's tried to kill them too many times.

shadowrunner22: "Well the endgame is coming I hope Lucy can get the Bwen train back on the tracks. also It's been a hell of a story."

The Bwen train is officially back on the tracks, my friend. And thank you, I'm glad you've enjoyed the story.

The Disturbed King: "Another amazing chapter, will you never cease to amaze. Julie figuring it out wss stress inducing, but Lucy figuring it out before they were aware was just incredible. Does she have a sixth sense for love?"

Thanks! Lucy is definitely more empathetic than most people, even if it's not a sixth sense. Being the ultimate wing-girl is a good superpower though.

UchihaNaruto247: "Wow. When i read the part about where julie found out. I needed a 5 min break to resume reading the rest of the chapter. Dats how good this story is"

I'm really glad that scene had some impact. I think a lot of people were expecting Gwen and Julie to fight if she ever found out about her relationship with Ben, so the way she handled it probably threw people off.

avo: "y'all i'm gonna cry next chapter's gonna be the last good god. since that's happening, this fanfic has been a wild ride. i've been around since the first gen chapters but only started reviewing recently and good lord, i love this story so much. the characters and their relationships and their interactions are really well planned out and the bwen was really realistically done. and the best thing about the benlie in this fanfic isn't just pure julie bashing; since she is still rather supportive of everything that has been going on recently. but poor gwen; she's been through a lot and it's hurting both her and her other two cousins (especially since it's a big ole love triangle dealio) but i am highly anticipating the last chapter and hoping that at least two out of the three cousins get a good ending. (also lucy. i love her. so much. bless you for making her a central character here) even though this will end soon, i am looking forward to your other works (especially TLoZ ones ;)) i'll still miss this fanfic tho. maybe in the future after completing other works would you consider doing one-shots for bwen instead of a full story like this one? whatever, it's your choice. gdhsjshdhhr brb i'm going to cry ily"

Thank you so much! I've had a few fans sticking around since the very beginning, and I greatly appreciate your support. When it comes to Julie, I know there's a lot of temptation to hate on her since she sort of gets in the way of the Bwen pairing, but I didn't want to do that even though I wasn't a fan of the sequel series. I wanted to portray her the way I thought a real person would act in her position. Making Lucy a central character has been a lot of fun, and I'll talk about her a lot more in my blog post. I hope you enjoy my future works just as much!

Zymthemoonscarred: "I just started this fic and I read all the way through to here in just a matter of days. It pains me to know you're nearing the end when I keep thinking about how you have more material to spawn a longer continuation! It took me a while but Lucy grew on me. And I absolutely dread getting invested in another long Bwen fic now because I know it won't be the same without the OT3. There should be more Lucy in the way you handled her, from her wonderful eccentricities (Well she IS an alien), to how much wonder she has in living in this boring world of ours! These three just have to stick together and need more adventures! There's so much they have to offer the world. I understand you have to move on from this project one day, I just have to say I have never adored such a handling of a cast(and I'm speaking from reading "Jude the Obscure" by Thomas Hardy. Long story short, I shipped those two cousins and their story ended too tragically) and I admire your commitment to this series. Well done!"

Ah, you got to binge read my story. Lucky you, not having to wait for me to update haha. I know there's a lot more I could do with these characters if I continued the story, but I'll talk more about my decision to end it here in my blog post. As always, I'm super proud of myself for making all the other Lucy fans out there happy with the way I did her character. I've already seen a couple new Bwen fics by other authors including Lucy in some way, so if that becomes a trend, I really hope I can brag and say it was all because of me haha. Thanks again for reading!


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